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What changed in Aon plc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Aon plc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+349 added−381 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-18)

Top changes in Aon plc's 2025 10-K

349 paragraphs added · 381 removed · 304 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAdditionally, we compete with other businesses that do not fall into the categories above, including large financial institutions and independent consulting firms and consulting organizations affiliated with accounting, information systems, technology, human resources, and financial services firms. 6 Seasonality Due to buying patterns and delivery of certain products and services in the markets we serve, revenues recognized tend to be higher in the first and fourth quarters of each fiscal year.
Biggest changeWe also compete with insurance and reinsurance companies that directly market and service their insurance products without the assistance of brokers or agents. Additionally, we compete with other businesses that do not fall into the categories above, including large financial institutions and independent consulting firms and consulting organizations affiliated with accounting, information systems, technology, human resources, and financial services firms.
See the “Risk Factors” section in Part I, Item 1A of this report for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our business.
See the “Risk Factors” section in Part I, Item 1A of this report for information regarding how actions by governmental and regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our business.
Aon United, Our Culture, and Human Capital Management Strategy Our Culture Our culture is driven by our values – committed as one firm to our purpose, united through trust and integrity as one inclusive team, and passionate about making our colleagues and clients successful. Our colleagues are the cornerstone of our success.
Aon United, Our Culture, and Human Capital Management Strategy Our Culture Our culture is driven by our values – committed as one firm to our purpose, united through trust and integrity as one team, and passionate about making our colleagues and clients successful. Our colleagues are the cornerstone of our success.
Website Access to Reports and Other Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are made available free of charge through our website (https://www.aon.com) as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Website Access to Reports and Other Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are made available free of charge through our website (https://www.aon.com) as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Our talent team delivers data, analytics, and advice to business leaders so they can make better workforce decisions and align their business and people strategies. We support clients across the full employee lifecycle, including talent assessment and selection, compensation benchmarking, total rewards strategy optimization, Corporate Governance, ESG consulting, and strategic employee communications.
Our talent team delivers data, analytics, and advice to business leaders so they can make better workforce decisions and align their business and people strategies. We support clients across the full employee lifecycle, including talent assessment and selection, compensation benchmarking, total rewards strategy optimization, Corporate Governance and strategic employee communications.
We compete with numerous other global insurance brokers and consulting companies, including, among others, Marsh & McLennan Companies, Inc., Willis Towers Watson Public Limited Company, Arthur J Gallagher & Company, and Lockton Companies, Inc., as well as numerous other global, regional, and local firms in almost every area of our business.
We compete with numerous other global insurance brokers and consulting companies, including, among others, Marsh McLennan, Willis Towers Watson, Arthur J Gallagher & Company, and Lockton Companies, Inc., as well as numerous other global, regional, and local firms in almost every area of our business.
We provide motivated, high-potential individuals with the required training (on the job and in the classroom), professional skills development, mentorship, and experiential learning to bridge the gap . 802 Aon apprentices have been hired since the inception of the program across the U.S. and U.K.
We provide motivated, high-potential individuals with the required training (on the job and in the classroom), professional skills development, mentorship, and experiential learning to bridge the gap. 900 Aon apprentices have been hired since the inception of the program across the U.S. and U.K.
Our single largest client by revenue accounted for approximately 1% of our Total revenue in 2024. Additionally, we place insurance with many insurance carriers, none of which individually accounted for more than 10% of the tot al premiums we placed on behalf of our clients in 2024.
Our single largest client by revenue accounted for approximately 1% of our Total revenue in 2025. Additionally, we place insurance with many insurance carriers, none of which individually accounted for more than 10% of the tot al premiums we placed on behalf of our clients in 2025.
We partner with insurers, reinsurers, investment firms, and corporations in executing innovative risk management products, capital market solutions and corporate finance advisory services. Human Capital Health Solutions includes consulting and brokerage, consumer benefits, and talent advisory services.
We partner with insurers, reinsurers, investment firms, and corporations in executing innovative risk management products, capital market solutions, and corporate finance advisory services. 5 Human Capital Health Solutions includes consulting and brokerage, consumer benefits, compensation, and talent advisory services.
New colleague hires for the year were 53% women and 47% men. Our U.S. workforce w as 25% racially or ethnically diverse, calculated as a percentage of colleagues that have voluntarily disclosed their race or ethnicity to Aon.
New colleague hires for the year were 53% women and 47% men. Our U.S. workforce was 23% racially or ethnically diverse, calculated as a percentage of colleagues that have voluntarily disclosed their race or ethnicity to Aon.
Also posted on our website are the charters for our Audit, Organization and Compensation, Governance/Nominating, and Finance Committees, and Inclusion & Wellbeing Sub-Committee, our Governance Guidelines, and our Code of Business Conduct.
Also posted on our website are the charters for our Audit, Organization and Compensation, Governance/Nominating, and Finance Committees, and People & Wellbeing Sub-Committee, our Corporate Governance Guidelines, and our Code of Business Conduct.
This diversification of our customer base helps provide us stability in different economic scenarios that could affect specific industries, customer segments, or geographies. We have continued to focus our portfolio on higher-margin, capital-light professional services businesses that have high recurring revenue streams and strong cash flow generation.
This diversification of our client base helps provide our firm with stability in different economic scenarios that could affect specific industries, customer segments, or geographies. We continue to focus our portfolio on higher-margin, capital-light professional services businesses that have high recurring revenue streams and strong cash flow generation.
Our executive incentives are based on driving results, delivery of strategic initiatives, and leadership. Twenty percent of executive discretionary incentive compensation is based on quantifiable performance against strategic people priorities, including talent retention, engagement, wellbeing and inclusion.
Our executive incentives are based on driving results, delivery of strategic initiatives, and leadership. 20% of executive discretionary incentive compensation is based on quantifiable performance against strategic people priorities, including talent retention, engagement and wellbeing.
Aon United is brought to life through our common client value creation model which scales strategies from across the firm, through our Risk Capital and Human Capital solutions, to bring the best of Aon to clients. Each year, Aon makes significant philanthropic contributions to various organizations, supports numerous colleague volunteer opportunities, and 7 offers paid time off to volunteer.
Aon United is brought to life through our common client value creation model which scales strategies from across the firm, through our Risk Capital and Human Capital solutions, to bring the best of Aon to clients. Each year, Aon makes significant philanthropic contributions to thousands of organizations and supports numerous colleague volunteer opportunities.
The pulse surveys for 2024 were focused on topics such as manager and leadership support, delivering on our Aon Story, colleague wellbeing, inclusion, talent acquisition and performance and rewards. Feedback from our workforce provide s management with a better understanding of evolving colleague viewpoints, and ensures we are taking appropriate steps to drive colleague engagement and retention.
The pulse surveys for 2025 were focused on topics such as manager and leadership support, delivering on our Aon Story, colleague wellbeing, internal mobility and performance. Feedback from our workforce provides management with a better understanding of evolving colleague viewpoints and ensures we are taking appropriate steps to drive colleague engagement and retention.
Item 1. Business OVERVIEW Aon plc (which may be referred to as “Aon,” the “Company,” “we,” “us,” or “our”) is a leading global professional services firm providing a broad range of Risk Capital and Human Capital solutions.
Item 1. Business OVERVIEW Aon plc (which may be referred to as “Aon,” the “Company,” “we,” “us,” or “our”) is a leading global professional services firm.
As a founding member of ten apprentice networks within the U.S., we partner with companies and organizations to assist them in building their own programs through sharing best practices and learnings. Across these networks, we ha ve 249 organizations committed as of December 31, 2024.
As a founding member of ten apprentice networks within the U.S., we partner with companies and organizations to assist them in building their own programs through sharing best practices and learnings. Across these networks, we have over 200 organizations committed as of December 31, 2025, committed to 10,000 total apprenticeships by 2030.
Treaty reinsurance addresses underwriting and capital objectives on a portfolio level, allowing our clients to more effectively manage the combination of premium growth, return on capital, and rating agency interests on an integrated basis. This includes the development of more competitive, innovative, and efficient risk transfer options.
Reinsurance Solutions includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group and capital markets. Treaty reinsurance addresses underwriting and capital objectives on a portfolio level, allowing our clients to more effectively manage the combination of premium growth, return on capital, and rating agency interests on an integrated basis.
Apprenticeship Program Apprenticeship programs help build a talent pipeline of highly skilled professionals while providing apprentices with advanced education and work experience. By removing some of the traditional barriers to entry-level employment, as a firm we can contribute to local workforce development and cultivate talent while improving retention rates in these entry-level roles.
By removing some of the traditional barriers to entry-level employment, as a firm we can contribute to local workforce development and cultivate talent while improving retention rates in these entry-level roles.
We partner with clients leveraging our expertise and scale to help them effectively manage their investment portfolio. Revenue and Compensation Our business generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services we provide to them, and fees from customers.
Revenue and Compensation Our business generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services we provide to them, and fees from customers.
As of December 31, 2024, our global workforce wa s 54% women and 46% men, and the Aon Executive Committee, which leads the firm was 53% women and 47% men. A t the manager level, 28% of senior leaders and 44% of managers with one or more direct report were women.
As of December 31, 2025, our global workforce was 56% women and 44% men, and the Aon Executive Committee, which leads the firm was 53% women and 47% men. At the manager level, 30% of senior leaders and 46% of managers are female and 70% of senior leaders and 54% of managers were male.
Our investments advisory team provides corporations, public pensions, endowments and foundations with advice on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans, defined contribution plans and Master Trusts. Our delegated investment solutions provide ongoing management of investment programs in both partial or full discretionary models.
Retirement consulting provides clients strategic design advice, actuarial services, risk management solutions including pension risk transfer, and integrated pension administration. Our investments advisory team provides corporations, public pensions, endowments and foundations with advice on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans and defined contribution plans.
Licensing and Regulation Our business activities are subject to licensing requirements and extensive regulation under the laws of countries in which we operate, including U.S. federal and state laws.
Seasonality Due to buying patterns and delivery of certain products and services in the markets we serve, revenues recognized tend to be higher in the first and fourth quarters of each fiscal year. 6 Licensing and Regulation Our business activities are subject to licensing requirements and extensive regulation under the laws of countries in which we operate, including U.S. federal and state laws.
Facultative reinsurance empowers clients to better understand, manage, and transfer risk through innovative facultative solutions and provides the most efficient access to the global facultative reinsurance markets. Strategy and Technology Group combines strategic advice with 5 data-driven consulting, analytics, and modeling tools, including Tyche, ReMetrica, and PathWise, to help clients deploy capital efficiently and effectively.
Strategy and Technology Group combines strategic advice with data-driven consulting, analytics, and modeling tools, including Capital Insights Explorer, ReMetrica, and PathWise, to help clients deploy capital efficiently and effectively.
Our colleagues’ diverse talents, expertise, and insights contribute to the success of both our firm and our clients, and we seek to attract, grow, and retain the best talent in the industry. Our Inclusive People Leadership strategy is a central part of our Aon United strategy and is a key enabler to realizing our aspirations and purpose as a firm.
Our colleagues’ breadth of talent, expertise, and insights contribute to the success of both our firm and our clients, and we seek to attract, develop, and retain the best talent in the industry. Our colleagues are the driving force of our Aon United Strategy.
At the manager level, 12% of U.S. senior leaders and 18% of U.S. managers with one or more direct report were racially or ethnically diverse. New colleague hires for the year in the U.S. were 30% racially or ethnically diverse.
At the manager level, 12% of U.S. senior leaders and 18% of U.S. managers with one or more direct report were racially or ethnically diverse. Apprenticeship programs help build a talent pipeline of highly skilled professionals while providing apprentices with advanced education and work experience.
Both programs are certified apprenticeship programs, by the Department of Labor in the U.S. and the Department of Education in the U.K.
Both programs are certified apprenticeship programs, by the Department of Labor in the U.S. and the Department of Education in the U.K. Training and Development We invest deeply in developing the talent needed to stay ahead of industry innovation and to remain a destination employer.
This outreach effort allows us to gather insights more rapidly, take timely action to address feedback, and deliver on the needs of colleagues in real time – ensuring colleagues feel more connected, more valued and m ore relevant.
Our listening strategy consists of frequent surveys across all stages of a colleague’s career. as well as our annual all colleague support survey which enables us to understand how colleagues are engaging with their teams, the firm, and clients. 8 This outreach effort allows us to gather insights more rapidly, take timely action to address feedback, and deliver on the needs of colleagues in real time – ensuring colleagues feel more connected, more valued and more relevant.
All our colleagues are called upon to be leaders in embracing and modeling our Aon United values and behaviors. Inclusive People Leadership at Aon is designed to ensure that all colleagues – at every stage of their career journey – are equipped and motivated to deliver on our purpose and able to achieve their full potential.
All our colleagues are called upon to be leaders in embracing and modeling our Aon United values and behaviors.
Our colleague experience ensures that colleagues feel more relevant, connected and valued which creates a greater sense of belonging. Training and Development We invest significant resources to develop the talent needed to remain at the forefront of innovation and remain an attractive employer.
Our colleague experience ensures that colleagues feel more relevant, connected and valued which creates a greater sense of belonging. We believe that colleagues who feel valued produce better insight, better solutions, and, ultimately, the best outcomes for clients and our long-term success.
In 2023, we announced our 3x3 Plan to accelerate Aon United by delivering industry defining client content, unmatched capabilities, and exceptional service over three years. Colleagues As of December 31, 2024, we employed approximately 60,000 employees and conducted our operations in more than 120 countries.
As a leading global firm – which is going further, faster to accelerate our Aon United strategy through our 3x3 Plan, which we announced in 2023 – we are focused on attracting, developing and retaining the best talent from all backgrounds, to support our clients and grow our firm. 7 Our Colleagues As of December 31, 2025, we employed approximately 60,000 employees and conducted our operations in more than 120 countries.
Our investment in technology and use of virtual and in-person based learning and development programs allows us to deliver targeted offerings designed to advance all colleagues’ development. Colleague Engagement and Retention Providing an engaging and rewarding colleague experience is a top priority for us and understanding colleagues’ feedback helps us to reach that goal.
Through purposeful use of technology and a blend of virtual and in-person learning, we deliver tailored, high-impact development experiences that empower colleagues to thrive and drive meaningful results for our clients. Colleague Engagement and Retention Creating an engaging and rewarding experience for our colleagues is more than a priority; it’s fundamental to our success as a firm.
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Through our experience, global reach, and comprehensive analytics, we help clients meet rapidly changing, increasingly complex, and interconnected challenges related to risk and people. We are committed to accelerating innovation to address unmet and evolving client needs so that our clients are better informed, better advised, and able to make better decisions to protect and grow their business.
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Through actionable analytic insight, globally integrated Risk Capital and Human Capital expertise and locally relevant solutions, our colleagues provide clients with the clarity and confidence to make better risk and people decisions that protect and grow their businesses.
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Management remains focused on strengthening Aon and uniting the firm through its Aon United strategy, with capabilities delivered through Risk Capital and Human Capital and enabled by data and analytics to deliver additional insight, connectivity, and efficiency. Our clients are in over 120 countries and include all market segments and almost every industry.
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With clients around the world facing growing uncertainty and volatility, we remain focused on accelerating our Aon United strategy to serve clients as one globally connected firm and driving innovation to address unmet and evolving client need. We serve clients in more than 120 countries across all market segments and nearly every industry.
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We endeavor to make capital allocation decisions in order to maximize value for Aon and its shareholders. BUSINESS SEGMENTS The Company formerly operated as one reportable segment under Aon United, which included all of Aon’s operations.
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We endeavor to make capital allocation decisions in order to maximize value for Aon and its shareholders. BUSINESS SEGMENTS We manage our business within two reportable segments: Risk Capital and Human Capital. In 2025, our consolidated Total revenue was $17,181 million. This includes $11,290 million in Risk Capital and $5,907 million in Human Capital before certain intercompany eliminations.
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Beginning in the fourth quarter of 2024, the CODM assesses the performance of the Company and allocates resources based on two segments: Risk Capital and Human Capital. This segmentation will align with how the Company addresses client needs, accelerating its Aon United strategy and maximizing value for Aon and its shareholders.
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Commercial Risk’s global reach enables seamless client service in all geographies including Aon’s Global Broking Centers in London, Bermuda, and Singapore. Additionally, in 2025 Aon launched its proprietary Data Center Lifecycle Insurance Program designed to support data center projects from construction through ongoing operations by bringing together traditionally fragmented risk classes into a single coordinated insurance solution.
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Differences between the reportable segments’ results and Aon’s consolidated results include certain inter-segment revenues, as well as unallocated expenses. Prior period comparative segment information has been recast to conform with current year presentation, which reflects the way our CODM internally receives information and manages and monitors our reportable operating segment performance.
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This includes the development of more competitive, innovative, and efficient risk transfer options. Facultative reinsurance empowers clients to better understand, manage, and transfer risk through innovative facultative solutions and provides the most efficient access to the global facultative reinsurance markets.
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The accounting policies of the reportable segments are the same as those described in Note 2 “Summary of Significant Accounting Principles and Practices.” In 2024, our consolidated Total revenue was $15,698 million. This includes $10,517 million in Risk Capital and $5,209 million in Human Capital before certain intercompany eliminations.
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We also consult on corporate sustainability matters, supporting a wide range of risk assessment and advisory solutions designed to address and manage corporate sustainability issues and enable our clients to create long-term value. Wealth Solutions includes retirement consulting, pension administration, and investments consulting.
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Commercial Risk’s global reach enables seamless client service in all geographies including Aon’s Global Broking Centers in London, Bermuda and Singapore. Reinsurance Solutions includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group and capital markets.
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With respect to defined contributions, we offer Master Trusts and Pooled Employer Plans. Our delegated investment solutions provide ongoing management of investment programs in both partial or full discretionary models. We partner with clients leveraging our expertise and scale to help them effectively manage their investment portfolio.
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Wealth Solutions includes retirement consulting, pension administration, and investments consulting. Retirement consulting provides clients strategic design advice, actuarial services, risk management solutions including pension risk transfer, and integrated pension administration. We also help organizations manage their balance sheet volatility.
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By giving transparency into the expectations of behavior as well as accountability for contributing to our Speak Up culture, we ensure that all colleagues – at every stage of their career journey – are equipped and motivated to deliver on our purpose and able to achieve their full potential in an ethical manner.
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We also compete with insurance and reinsurance companies that directly market and service their insurance products without the assistance of brokers or agents.
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This is why we are committed to promoting a culture and sense of belonging where colleagues can bring their authentic selves to work, where opportunity and success are driven by their capability and behavior, and where our operations reflect the clients, colleagues and communities we serve around the world.
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Colleagues are invited to complete a broad spectrum of curricula to meet their career stage goals and developmental needs. We provide our colleagues what they need to learn and grow to be best-in-class client leaders. From self-guided learning courses to advanced leadership programs, the curriculum is aligned to the Aon United strategy.
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Our commitment to building a culture where each colleague can thrive starts from the top with our Board, including its People & Wellbeing Sub-Committee. Our colleague-led Business Resource Groups also support execution and provide additional opportunities for colleagues to connect and deepen relationships.
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We use a variety of channels to facilitate open, on-going, and direct communication with colleagues. These channels include open forums and town halls with executives, colleague surveys, and engagement through our Business Resource Groups.
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Our colleagues have access to a wide range of learning opportunities spanning self-guided courses, immersive virtual programs, and advanced leadership development to support every stage of their career growth. These offerings are intentionally aligned with the Aon United strategy, ensuring colleagues gain the skills and capabilities required to lead with excellence.
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Business Resource Groups are our independent and voluntary networks that provide input, take action, and help identify opportunities for our firm to further commitments to inclusion, wellbeing, and belonging.
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We actively seek out and value our colleagues’ perspectives, knowing their feedback is essential for driving growth and creating a workplace where everyone thrives. Our commitment to transparent, ongoing communication is reflected in the dynamic channels we offer, such as open forums and town halls with executive leaders, regular colleague surveys, and meaningful engagement through our Business Resource Groups.
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Our engagement survey process consists of frequent pulse surveys, as well as our annual all colleague support survey which enables us to understand how colleagues are engaging with their teams, the firm, and clients.
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These independent and voluntary groups play a powerful role in shaping our culture by providing insight, championing initiatives, and identifying opportunities to deepen our dedication to wellbeing, and belonging. Through these collaborative efforts, we not only listen; we act, ensuring every colleague feels heard, valued, and empowered to contribute to our shared purpose.
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Inclusion We believe that inclusive teams produce better insight, better solutions and, ultimately, the best outcomes for clients and our long-term success. 8 We are focused on being a firm that is representative of the communities in which we operate. We aim to achieve this by aligning inclusion actions to the following pillars: recruitment, education, promotion, and representation.
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We strongly believe that only when colleagues can be their authentic selves will they reach their full potential. The Company’s Board of Directors (“Board”) oversees Aon’s ERM program and allocates certain oversight responsibilities to its committees and any sub-committees, as appropriate. Our commitment to inclusion starts from the top with our the Board, including its Inclusion & Wellbeing Sub-Committee.
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Our Global Inclusive Leadership Council is sponsored by our Chief Executive Officer and Chief Administrative Officer. Our colleague-led Business Resource Groups also support execution and provide additional opportunities for colleagues to enhance our inclusive environment.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation costs. The Program is currently expected to result in cumulative costs of approximately $1.0 billion, consisting of approximately $0.9 billion of cash charges and approximately $0.1 billion of non-cash charges.
Biggest changeThe Program is currently expected to result in cumulative costs of approximately $1.3 billion, consisting of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges. We estimate that our annualized savings from the Program will be approximately $450 million by the end of 2027.
As a global professional services firm, we compete with a broad variety of firms, including global, national, regional, and local insurance companies that market and service their own products, other financial services providers, brokers, and investment managers, independent firms, and consulting organizations affiliated with accounting, information systems, technology and human resources consulting.
As a global professional services firm, we compete with a broad variety of firms, including global, national, regional, and local insurance companies that market and service their own products, other financial services providers, brokers, and investment managers, independent firms, and consulting organizations affiliated with accounting, information systems, technology, and human resources consulting firms.
Variations or developments in connection with any of these factors could cause 14 significant changes to our financial position and results of operations from year to year. In addition, contributions are generally based on statutory requirements and local funding practices, which may differ from measurements under U.S. GAAP. We have debt outstanding that could adversely affect our financial flexibility.
Variations or developments in connection with any of these factors could cause significant changes to our financial position and results of operations from year to year. In addition, contributions are generally based on statutory requirements and local funding practices, which may differ from measurements under U.S. GAAP. 14 We have debt outstanding that could adversely affect our financial flexibility.
An interruption in or the cessation of service by any service provider as a result of systems failures, cybersecurity or data privacy incidents (including, but not limited to, ransomware), capacity constraints, financial difficulties, or for any other reason could disrupt our 22 operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients, or employees, damage to our reputation, and harm to our business.
An interruption in or 22 the cessation of service by any service provider as a result of systems failures, cybersecurity or data privacy incidents (including, but not limited to, ransomware), capacity constraints, financial difficulties, or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients, or employees, damage to our reputation, and harm to our business.
Consequently, at any given time, we may be holding and managing funds of our clients. This function creates a risk of loss arising from, among other things, fraud by employees or third parties, execution of unauthorized transactions, errors relating to transaction processing, or other cybersecurity events or security breaches.
Consequently, at any given time, we may be holding and managing funds of our clients. This function creates a risk of loss arising from, among other things, fraud by employees or third parties, execution of unauthorized transactions, errors relating to transaction processing, or cybersecurity events or security breaches.
If we are unable to identify appropriate acquisition targets, or if our competitors are more successful in identifying acquisition targets at favorable valuations, we may we fail to achieve desired strategic goals, capabilities and efficiencies, and our results of operations may be adversely affected.
If we are unable to identify appropriate acquisition targets, or if our competitors are more successful in identifying acquisition targets at favorable valuations, we may fail to achieve desired strategic goals, capabilities and efficiencies, and our results of operations may be adversely affected.
These laws and regulations are frequently changing and are becoming increasingly complex and sometimes conflict among the various jurisdictions and countries in which we provide services both in terms of substance and in terms of enforceability. This makes compliance challenging and expensive.
These laws and regulations are frequently changing and are becoming increasingly complex and sometimes conflict among the various jurisdictions and countries in which we provide services both in terms of substance and enforceability. This makes compliance challenging and expensive.
Our failure to comply with or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability, result in proceedings or fines against us by governmental entities or others, or impair our reputation in the marketplace.
Our failure to comply with or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability, proceedings or fines against us by governmental entities or others, or impair our reputation in the marketplace.
Risks Related to Being an Irish-incorporated Company • We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities. • As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure. • Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions.
Risks Related to Being an Irish-incorporated Company • We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities. 10 • As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure. • Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions.
Economic downturns, volatility, or uncertainty in the broader economy or in specific markets (including as a result of endemics or pandemics, climate change, political unrest, actions by central banks, or otherwise) have caused in the past and may in the future cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business or reductions in existing business.
Economic downturns, volatility, or uncertainty in the broader economy or in specific markets (including as a result of endemics or pandemics, climate change, political unrest, actions by governments and central banks, or otherwise) have caused in the past and may in the future cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business or reductions in existing business.
Also, error and omission claims against us, which we refer to as E&O claims, may increase in economic downturns or due to other natural or human-caused disasters, also adversely affecting our business. In addition, decreased underwriting capacity for insurance and reinsurance may create difficulty for our professionals to place business, which may adversely impact our ability to earn revenue.
Also, error and omission claims against us, which we refer to as E&O claims, may increase in economic downturns or due to natural or human-caused disasters, also adversely affecting our business. In addition, decreased underwriting capacity for insurance and reinsurance may create difficulty for our professionals to place business, which may adversely impact our ability to earn revenue.
E&O claims include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to place coverage correctly or notify carriers of claims on behalf of clients, to provide insurance carriers with complete and accurate information relating to the risks being insured, or the failure to give error-free consulting, financial, or investment advice.
E&O claims include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to place coverage correctly or notify carriers of claims on behalf of clients, to provide insurance carriers with complete and accurate information relating to the risks being insured, or the failure to give error-free consulting, financial, investment or other advice.
Furthermore, our ability to limit our potential liability is restricted in certain jurisdictions and in connection with claims involving breaches of fiduciary or agency duties or other alleged errors or omissions. The ultimate outcome of claims, lawsuits, proceedings, guarantees and indemnifications cannot be ascertained, and liabilities in indeterminate amounts may be imposed on us.
Furthermore, our ability to limit our potential liability is restricted in certain jurisdictions and in connection with claims involving breaches of fiduciary or agency duties or other alleged errors or omissions. 17 The ultimate outcome of claims, lawsuits, proceedings, guarantees and indemnifications cannot be ascertained, and liabilities in indeterminate amounts may be imposed on us.
As a holding company without significant operations of its own, our principal assets are the shares of capital stock of our 16 subsidiaries. We rely on dividends, interest, and other payments from these subsidiaries to meet our obligations for paying principal and interest on outstanding debt, paying dividends to shareholders, repurchasing ordinary shares, and corporate expenses.
As a holding company without significant operations of its own, our principal assets are the shares of capital stock of our subsidiaries. We rely on dividends, interest, and other payments from these subsidiaries to meet our obligations for paying principal and interest on outstanding debt, paying dividends to shareholders, repurchasing ordinary shares, and corporate expenses.
Many of our clients are businesses that actively share information among themselves about the quality of service they receive from their vendors. Adverse statements or claims from clients (including clients in the public sector or whose activities are frequently covered by the press) may receive media attention or 12 other publicity.
Many of our clients are businesses that actively share information among themselves about the quality of service they receive from their vendors. Adverse statements or claims from clients (including clients in the public sector or whose activities are frequently covered by the press) may receive media attention or other publicity.
The prices we are able to charge for our services are affected by a number of 13 factors, including competitive factors, the extent of ongoing clients’ perception of our ability to add value through our services, and general economic conditions. If we cannot drive suitable cost efficiencies, our profit margins will suffer.
The prices we are able to charge for our services are affected by a number of factors, including competitive factors, the extent of ongoing clients’ perception of our ability to add value through our services, and general economic conditions. If we cannot drive suitable cost efficiencies, our profit margins will suffer.
Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition, and operating results.
Successful challenges against us could require us to modify or discontinue our use of products, technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition, and operating results.
If acquisitions are made, there can be no assurance that we will realize the anticipated benefits of such acquisitions, including, but not limited to, revenue growth, operational efficiencies, or expected synergies, and we could incur unexpected costs in connection with integration.
If acquisitions are made, there can be no assurance that we will realize the anticipated benefits of such acquisitions, including, but not limited to, revenue growth, operational efficiencies, or expected synergies, and we could incur unexpected or significant costs in connection with integration.
Risks Related to Technology, Cybersecurity, and Data Protection We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results.
Risks Related to Technology, Cybersecurity, Data We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results.
Innovations in software, cloud computing, data and analytics, generative artificial intelligence, or other technologies that alter how our services are delivered could significantly undermine our investment in the business if we are slow to innovate or unable to take advantage of these developments.
Innovations in software, cloud computing, data and analytics, generative and agentic artificial intelligence, or other technologies that alter how our services are delivered could significantly undermine our investment in the business if we are slow to innovate or unable to take advantage of these developments.
As we adapt to changes in our business and the market, adapt to the regulatory environment, enter into new engagements, acquire additional businesses, and take on new employees in new locations, we may not be able to manage our large, diverse and changing workforce, effectively control our costs, or improve our efficiency.
As we adapt to changes in our business and the market, adapt to the regulatory environment, enter into new engagements, acquire additional businesses, and take on new employees in new locations, we may not be able to manage our large, changing workforce, effectively control our costs, or improve our efficiency.
Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s Pillar Two tax regime. Aon’s net income (generally determined under U.S.
Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted 15 legislation to implement the global minimum tax that is generally consistent with the OECD’s Pillar Two tax regime. Aon’s net income (generally determined under U.S.
Our businesses are subject to extensive legal and regulatory oversight throughout the world, including the Irish Companies Act, the U.S. securities laws, rules, and regulations, the rules and regulations promulgated by the FCA and a variety of other laws, rules, and regulations addressing, among other things, licensing, data privacy, management and protection, trade sanctions laws, restrictions and export controls, anti-money laundering, wage-and-hour standards, employment and labor relations, antitrust and competition, anti-corruption, currency, reserves, government contracting, and the amount of local investment with respect to our operations in certain countries.
Our businesses are subject to extensive legal and regulatory oversight throughout the world, including the Irish Companies Act, the U.S. securities laws, rules, and regulations, the rules and regulations promulgated by the FCA and a variety of other laws, rules, and regulations addressing, among other things, licensing, data privacy, data management and data protection, artificial intelligence, trade sanctions laws, restrictions and export controls, anti-money laundering, wage-and-hour standards, employment and labor relations, antitrust and competition, anti-corruption, currency, reserves, government contracting, and the amount of local investment with respect to our operations in certain countries.
Changes in laws and regulations could mandate significant and costly changes to the way we implement our services and solutions, impose additional licensure requirements or costs to our operations and services, or cause us to cease offering certain services or solutions.
Changes in laws and regulations could mandate significant and costly changes to the way we implement our services and solutions, impose additional licensure requirements or costs to our operations, workforce and services, or cause us to cease offering certain services or solutions.
Aon has from time-to-time experienced and may experience in the future problems with the information technology systems of vendors, including breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, difficulties in the migration of services or data to third parties or the cloud hosted by third parties, cyber-attacks, and security breaches could adversely affect our ability to deliver products and services to customers and otherwise conduct business.
Aon has from time-to-time experienced and may experience in the future problems with the information technology systems of vendors, including breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, difficulties in the migration of services or data to third parties or the cloud hosted by third parties, cyber-attacks, and security breaches, any of which could adversely affect our ability to deliver products and services to customers and otherwise conduct business.
If any lawsuit against the Company or any other investment consultant or asset manager results in a large adverse verdict, the size of the verdict or resultant negative adverse publicity may prompt the 17 filing of additional lawsuits.
If any lawsuit against the Company or any other investment consultant or asset manager results in a large adverse verdict, the size of the verdict or resultant negative adverse publicity may prompt the filing of additional lawsuits.
In addition to the complexity of the laws and regulations themselves, the development of new laws and regulations or changes in application or interpretation of current laws and regulations or conflict between them also increases our legal and regulatory compliance complexity.
In addition to the complexity of the laws and regulations themselves, the development of new laws and regulations or changes in application or interpretation of current laws and regulations or conflict between them also increases our legal and regulatory compliance complexity and risk.
We regularly experience social engineering attempts, and increasingly sophisticated attempted attacks to our systems and networks, certain of 23 which have been successful and have resulted in unauthorized access to our systems and data.
We regularly experience social engineering attempts, and increasingly sophisticated attempted attacks to our systems and networks, certain of which have been successful and have resulted in unauthorized access to our systems and data.
In addition to movements in premium rates, our ability to generate premium-based commission revenue may be challenged by: • the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition, and put pressure on premiums; • decreases in available underwriting capacity for insurance and reinsurance; • fluctuation in the need for, or relevancy of, insurance; • the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity; • the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not consistently indexed for inflation and therefore, may not offer the same financial performance; • competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker; and • the growing number of technology-enabled competitors offering new risk-transfer solutions that eliminate the traditional broker-client relationship in both commercial insurance and reinsurance markets.
In addition to movements in premium rates, our ability to generate premium-based commission revenue has been and could in the future be challenged by: • the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition, and put pressure on premiums; • decreases in available underwriting capacity for insurance and reinsurance; • fluctuation in the need for, or relevancy of, insurance; • the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity; • the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not consistently indexed for inflation and therefore, may not offer the same financial performance; • competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker; and • the growing number of technology-enabled competitors offering new risk-transfer solutions that eliminate the traditional broker-client relationship in both insurance and reinsurance markets.
Our competitors have or are developing competing data and analytics tools, and their success in this space may impact our ability to differentiate our own data and analytics tools.
Our competitors have developed or are developing competing data and analytics tools, and their success in this space may impact our ability to differentiate our own data and analytics tools.
Additionally, in order to maintain the level of security, service, and reliability that our clients require, we may be required to make significant additional investments in our information technology system. Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation.
Additionally, in order to maintain the level of security, service, and reliability that our clients require, we may be required to make significant additional investments in our information technology systems. Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation.
Our competitors may have better financial, technical and marketing resources, broader customer bases, greater name recognition, more comprehensive products, stronger presence in certain geographies, or more established relationships with their customers and suppliers than we have. 11 Alliances or mergers among competitors could affect our business.
Our competitors may have better financial, technical and marketing resources, broader customer bases, greater name recognition, more comprehensive products, stronger presence in certain geographies, or more established relationships with their customers and suppliers than we have. Alliances or mergers among competitors could also affect our business.
Additionally, we could suffer significant financial or reputational harm if we fail to properly identify and manage potential conflicts of interest, which exist or could exist any time we or any of our employees have or may have an interest in a transaction or engagement that is inconsistent with our clients’ interests.
Additionally, we could suffer significant financial or reputational harm if we fail to properly identify and manage potential conflicts of interest, which exist or could exist any time we or any of our employees or business partners have or may have an interest in a transaction or engagement that is inconsistent with our clients’ interests.
We expect additional jurisdictions to continue to adopt new privacy regulations and that existing regulations may be amended as governments continue to legislate in respect of personal data. We have incurred expenses and devoted resources, and will continue to incur expenses and devote resources, to bring our practices into compliance with these regulations and future regulations.
We expect additional jurisdictions to continue to adopt new regulations in these areas and that existing regulations may be amended as governments continue to legislate in respect of personal data. We have incurred expenses and devoted resources, and will continue to incur expenses and devote resources, to bring our practices into compliance with these regulations and future regulations.
Downward fluctuations in the year-over-year insurance premiums charged by insurers to protect against the same risk, referred to in the industry as softening of the insurance market, could adversely affect these businesses as a significant portion of the revenue is determined as a percentage of premiums charged to our clients.
Downward fluctuations in the year-over-year insurance premiums charged by insurers to protect against the same risk, referred to in the industry as softening of the insurance market, has and could adversely affect these businesses as a significant portion of our revenue is determined as a percentage of premiums charged to our clients.
The potential for changes in premium rates is significant, due to pricing cyclicality in the commercial insurance and reinsurance markets.
The potential for changes in premium rates is significant, due to pricing cyclicality in the insurance and reinsurance markets.
This revenue, when derived from carriers in their capacity as insurance markets (as opposed to as corporate clients of the intermediaries where they may be purchasing insurance or reinsurance or other non-market related services), is commonly 19 known as MDI. MDI is another example of an area in which potential conflicts of interest may arise.
This revenue, when derived from carriers in their capacity as insurance markets (as opposed to as corporate clients of the intermediaries where they may be purchasing insurance or reinsurance or other non-market related services), is commonly 19 known as market-derived income, or “MDI.” MDI is another example of an area in which potential conflicts of interest may arise.
This in turn may have the impact of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a relative disadvantage compared to competitors that have less indebtedness, or fewer or less onerous covenants associated with such indebtedness, and making us more vulnerable to general adverse economic and industry conditions.
This in turn may impact our flexibility to respond to changing business and economic conditions, thereby placing us at a relative disadvantage compared to competitors that have less indebtedness, or fewer or less onerous covenants associated with such indebtedness, and making us more vulnerable to general adverse economic and industry conditions.
Regulatory developments that could result in changes that adversely affect us or cause us to change our business or operations include: additional requirements related to the use of artificial intelligence, data privacy and protection, data management and data usage in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which we can use data; changes in tax regulations in the jurisdictions in which we operate; regulatory actions or changes that require us to change our compensation model; or additional regulations or other governmental action in jurisdictions in which we operate.
Regulatory developments that could result in changes that adversely affect us or cause us to change our business or operations include: additional requirements related to the use of artificial intelligence, and the use, access, privacy, protection, management, localization and transfer of data in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which we can use data; changes in tax regulations in the jurisdictions in which we operate; regulatory actions or changes that require us to change our compensation model; or additional regulations or other governmental action in jurisdictions in which we operate.
There can be no assurance that our employees, contractors, or agents will not violate these laws and regulations, causing an adverse effect on our operations and financial condition.
There can be no assurance that our employees, contractors, agents or business partners will not violate these laws and regulations, causing an adverse effect on our operations and financial condition.
The success of this strategy is dependent upon our ability to identify appropriate acquisition and disposition targets, negotiate transactions on favorable terms, secure regulatory approval of transactions where required, complete transactions and, in the case of acquisitions, including our recent acquisition of NFP, successfully integrate them into our existing businesses and culture.
The success of this strategy is dependent upon our ability to identify appropriate acquisition and disposition targets, negotiate transactions on favorable terms, secure regulatory approval of transactions where required, complete transactions and, in the case of acquisitions, successfully integrate them into our existing businesses and culture.
Damage to our reputation, including as a result of negative perceptions or publicity regarding a class of business, environmental matters, climate change, workforce make-up, pay equity, harassment, social justice, cyber security, data privacy and data protection, use of artificial intelligence or innovative technology, or our inability to meet commitments or client and stakeholder expectations with respect to such matters, could affect the confidence of our clients, rating agencies, regulators, stockholders, employees and third parties in transactions that are important to our business adversely affecting our business, financial condition, and operating results.
Damage to our reputation, including as a result of negative perceptions or publicity regarding a particular business partner, class of business, environmental matters, climate change, workforce make-up, pay equity, harassment, social justice, cybersecurity, data privacy and data protection, use of artificial intelligence or innovative technology, or our inability to meet commitments or client and stakeholder expectations 12 with respect to such matters, could affect the confidence of our clients, rating agencies, regulators, stockholders, employees and third parties in transactions that are important to our business adversely affecting our business, financial condition, and operating results.
Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively. In addition, to protect or enforce our intellectual property rights, we may initiate litigation against third parties, such as infringement suits or interference proceedings.
Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively. In addition, to protect or enforce our intellectual property rights, we may initiate litigation against third parties, such as breach of contract, infringement suits or interference proceedings.
If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity, or reducing or delaying capital expenditures, strategic acquisitions, investments, and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.
If we cannot service our indebtedness or continue to meet the terms of our financial covenants, we may have to take actions such as selling assets, seeking additional equity, or reducing or delaying capital expenditures, strategic acquisitions, investments, and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.
As of December 31, 2024, these long-term investments had a carrying value of $90 million. Adverse changes in interest rates, performance, and counterparty credit quality, including default, could reduce the value of these funds and investments, thereby adversely affecting our financial condition or results.
As of December 31, 2025, these long-term investments had a carrying value of $192 million. Adverse changes in interest rates, performance, and counterparty credit quality, including default, could reduce the value of these funds and investments, thereby adversely affecting our financial condition or results.
The Company’s shareholders passed a resolution at the Company’s most recent annual general meeting of shareholders renewing such authority until December 21, 2025, to allot and issue, or grant rights to acquire, shares for cash (i) in connection with a rights issue in favor of the holders of shares where the shares (or rights to acquire shares) attributable to such holders are proportional to the respective number of shares held by them; and (ii) otherwise, for up to approximately twenty percent of the Company’s issued share capital as of April 12, 2024.
The Company’s shareholders passed a resolution at the Company’s most recent annual general meeting of shareholders renewing such authority until December 27, 2026, to (i) allot and issue, or grant rights to acquire, shares for cash in connection with a rights issue in 25 favor of the holders of shares where the shares (or rights to acquire shares) attributable to such holders are proportional to the respective number of shares held by them; and (ii) otherwise, for up to approximately twenty percent of the Company’s issued share capital as of April 11, 2025.
As of December 31, 2024, we had total consolidated debt outstanding of approxim ately $17.0 billion. T he level of debt outstanding could adversely affect our financial flexibility by reducing our ability to use cash from operations for other purposes, including working capital, dividends to shareholders, share repurchases, acquisitions, capital expenditures and general corporate purposes.
As of December 31, 2025, we had total consolidated debt outstanding of approxim ately $15.2 billion. T he level of debt outstanding could adversely affect our financial flexibility by reducing our ability to use cash from operations for other purposes, including working capital, dividends to shareholders, share repurchases, acquisitions, capital expenditures and general corporate purposes.
Aon has from time to time experienced cybersecurity incidents, such as computer viruses, unauthorized parties gaining access to our information technology systems, ransomware incidents, data loss via malicious and non-malicious methods, and similar incidents, which to date have not had a material impact on our business.
Aon has from time to time experienced cybersecurity incidents, such as malicious or destructive code, unauthorized parties gaining access to our information technology systems, ransomware incidents, data loss via malicious and non-malicious methods, and similar incidents, which to date have not had a material impact on our business.
We encourage you to carefully review the full risk factors immediately following this summary as well as the other information in this report. 9 Risks Related to Our Business • An overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our business. • We face significant competitive pressures from traditional and non-traditional competitors that could affect our business. • If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected. • If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability. • Revenues from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our control. • The profitability of our operations may not meet our expectations due to unexpected costs, cost overruns, inflation, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices.
Risks Related to Our Business • An overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our business. • We face significant competitive pressures from traditional and non-traditional competitors that could affect our business. • If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected. 9 • If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability. • Revenues from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our control. • The profitability of our operations may not meet our expectations due to unexpected costs, cost overruns, inflation, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices.
Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results. Operating funds available for corporate use were $1.3 billion at December 31, 2024 and are reported in Cash and cash equivalents and Short-term investments.
Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results. Operating funds available for corporate use were $2.8 billion at December 31, 2025 and are reported in Cash and cash equivalents and Short-term investments.
Of the total balance, $123 million was restricted to its use as of December 31, 2024. Funds held on behalf of clients and insurers were $7.2 billion at December 31, 2024 and are reported in Fiduciary assets. We also carry an investment portfolio of other long-term investments.
Of the total balance, $180 million was restricted to its use as of December 31, 2025. Funds held on behalf of clients and insurers were $7.4 billion at December 31, 2025 and are reported in Fiduciary assets. We also carry an investment portfolio of other long-term investments.
We may be unsuccessful in developing innovative strategies, or our competitors may be more successful in innovating and delivering services to meet new and existing client needs. Competitors may be able to innovate faster and respond better to evolving client demand and industry conditions, or may price their products in a manner that clients find more attractive than Aon’s offerings.
We may be unsuccessful in developing innovative strategies, or our competitors may be more successful in innovating and delivering services to meet new and existing client needs. Competitors may be able to innovate faster and respond better to evolving client demand and industry conditions, or may price their products in a more attractive manner.
For example, we continue to invest in artificial intelligence, particularly in generative artificial intelligence tools, and have developed governance and oversight measures regarding its use.
For example, we continue to invest in artificial intelligence, particularly in generative artificial intelligence tools, and maintain governance and oversight measures regarding its use.
Accordingly, we are subject to regulatory, legal, economic, and market risks associated with global operations and sourcing, including: • difficulties in staffing and managing our offices, and overseeing joint venture operations and compliance in disparate jurisdictions, including due to unexpected inflation (including wage inflation) or job turnover, and the increased travel, infrastructure, and legal and compliance costs and risks associated with multiple international locations (including increased exposure to financial crime); • hyperinflation in certain countries; • the impacts of geopolitical conflicts; • conflicting regulations across the countries in which we do business; • imposition of investment requirements or other restrictions by governments in certain countries; • longer payment cycles; • greater difficulties in collecting accounts receivable; • insufficient demand for our services in certain jurisdictions; • our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients; • the reliance on or use of third parties to perform services on behalf of the Company; • disparate tax regimes; • restrictions on the import and export of technologies; and • trade barriers, trade wars or tariffs.
Accordingly, we are subject to regulatory, legal, economic, and market risks associated with global operations and sourcing, including: • difficulties in staffing and managing our offices, and overseeing joint venture operations and compliance in disparate jurisdictions, including due to unexpected inflation (including wage inflation) or job turnover, and the increased travel, infrastructure, and legal and compliance costs and risks associated with multiple international locations (including increased exposure to financial crime); • hyperinflation in certain countries; • the impacts of geopolitical conflicts; • conflicting regulations across the countries in which we do business; • imposition of investment requirements or other restrictions by governments in certain countries; • longer payment cycles; • greater difficulties in collecting accounts receivable; • insufficient demand for our services in certain jurisdictions; • our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients; • difficulties in transitioning operations from one country to another without interruption or reduction in the quality of those operations; • attracting, identifying and retaining qualified personnel in the countries in which we operate; • the reliance on or use of third parties to perform services on behalf of the Company; • disparate tax regimes; • restrictions on the import and export of technologies; and • trade barriers, trade wars, tariffs or trade sanctions.
Our senior debt ratings at December 31, 2024 were A- with a negative outlook (S&P), BBB+ with a stable outlook (Fitch), and Baa2 with a stable outlook (Moody’s). Our commercial paper ratings were A-2 (S&P), F-2 (Fitch) and P-2 (Moody’s).
Our senior debt ratings at December 31, 2025 were A- with a stable outlook (S&P), BBB+ with a stable outlook (Fitch), and Baa2 with a positive outlook (Moody’s). Our commercial paper ratings were A-2 (S&P), F-2 (Fitch) and P-2 (Moody’s).
If we are unsuccessful in innovating, if we cannot innovate as quickly as our competitors, if we are not able to make sufficient investment in innovation, if our competitors develop more cost-effective technologies (including through the use of artificial intelligence or other emerging technologies), or if our ideas are not accepted in the marketplace, it could have a material adverse effect on our ability to obtain and complete client engagements.
If we are unsuccessful in innovating, if we cannot innovate as quickly as our competitors, if we are not able to make sufficient investment in innovation, if new or existing competitors develop more cost-effective or efficient technologies or cause disintermediation (including through the use of artificial intelligence or other emerging technologies), or if our ideas are not accepted in the marketplace, it could have a material adverse effect on our ability to obtain and complete client engagements or on our financial condition and results of operations.
This new guidance issued to firms by the European Regulators has and will continue to require significant time to implement and may require significant effort to review and effect applicable changes to IT systems and transfer methods. Non-compliance with new and existing laws could result in proceedings against us by governmental entities or others and additional costs in connection therewith.
New guidance issued by regulators has and will continue to require significant time and resources to implement and may 24 require significant effort to review changes to IT systems and transfer methods. Non-compliance with new and existing laws could result in proceedings against us by governmental entities or others and additional costs in connection therewith.
We also are subject to risks that, at the time any of our outstanding debt matures, we will not be able to retire or refinance the debt on terms that are acceptable to us, or at all. As of December 31, 2024, we had two primary committed credit facilities outstanding, as well as a delayed draw term loan.
We also are subject to risks that, at the time any of our outstanding debt matures, we will not be able to retire or refinance the debt on terms that are acceptable to us, or at all. As of December 31, 2025, we had two primary committed credit facilities outstanding.
While it is our intention to maintain a sufficient level of distributable profits in order to pay dividends on our ordinary shares and make share repurchases, there is no assurance that the Company will maintain the necessary level of distributable profits to do so. Item 1B. Unresolved Staff Comments None.
While it is our intention to maintain a sufficient level of distributable profits in order to pay dividends on our ordinary shares and make share repurchases, the Company may be unable to maintain the necessary level of distributable profits to do so. Item 1B. Unresolved Staff Comments None.
In addition, we could make computational, software programming, or data entry or management errors. A client may claim it suffered losses due to reliance on our consulting advice, analysis, or reporting, which poses risks of liability exposure and costs of defense and increased insurance premiums.
In addition, we could make computational, software programming, or data entry or management errors. Clients have claimed and may in the future claim they have suffered losses due to reliance on our consulting advice, analysis, or reporting, which poses risks of liability exposure and costs of defense and increased insurance premiums.
While we have plans for key management succession and long-term compensation plans designed to retain our senior management team and critical colleagues, if our succession plans and retention programs do not operate effectively, our business could be adversely affected. We strive to maintain an equitable work environment that unlocks the full potential of all of our personnel.
If our succession and long-term compensation plans and programs for our senior management team and critical colleagues do not operate effectively or we are required to change these plans or programs, our business could be adversely affected. We strive to maintain an equitable work environment that unlocks the full potential of all of our personnel.
Our cost efficiencies may also be impacted by factors such as our ability to transition consultants from completed projects to new assignments, to secure new business, to forecast demand for our services (and, consequently, appropriately manage the size and location of our workforce), to develop, attract and retain suitable capabilities and talent, to obtain third party services at favorable prices, and to manage key suppliers to maximize delivery; product and efficiency opportunities; inflation (including wage inflation); and the need to devote time and resources to training and professional and business development.
Our cost efficiencies may also be impacted by factors such as our ability to transition consultants from completed projects to new assignments, to secure new business, to forecast demand for our services (and, consequently, appropriately manage the size and location of our workforce), to develop, attract and retain suitable capabilities and talent, to obtain third party services at favorable prices, and to manage key suppliers to maximize delivery; product and efficiency opportunities; inflation (including wage inflation); and the need to devote time and resources to training and professional and business development. 13 Financial Risks We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.
We are also potentially at risk in the event the financial institution in which we hold these funds suffers any kind of insolvency or liquidity event. The occurrence of any of these types of events in connection with this function could cause us financial loss and reputational harm.
Our business could also be negatively impacted in the event the financial institution in which we hold these funds suffers any kind of insolvency or liquidity event. The occurrence of any of these types of events in connection with this function could cause us financial loss and reputational harm.
These and other rapidly changing laws, rules, regulations and expectations, which may differ across the jurisdictions in which we operate, may increase the cost of our compliance and risk management and otherwise impact our business, which could have a material adverse effect on our business, results of operations, and financial condition.
These and other rapidly changing laws, rules, regulations and expectations, which may differ across the jurisdictions in which we operate, may increase the cost of our compliance and risk management and increase the scope and rigor of data collection, controls, and external assurance of sustainability‑related information, and otherwise impact our business, each of which could have a material adverse effect on our business, results of operations, and financial condition.
GAAP), with specified modifications and determined on a country-by-country basis, is subject to the 15% minimum tax in countries that have enacted Pillar Two, and in Ireland (Aon’s parent company location) with respect to countries that have not enacted a qualifying minimum tax under Pillar Two. There remains significant uncertainty as to how Pillar Two will ultimately apply to Aon.
GAAP), with specified modifications and determined on a country-by-country basis, is subject to the 15% minimum tax in countries that have enacted Pillar Two, and in Ireland (Aon’s parent company location) with respect to countries that have not enacted a qualifying minimum tax under Pillar Two.
In many jurisdictions, including in the E.U. and the U.S., we are subject to laws and regulations relating to the collection, use, retention, security, and transfer of this information.
In many jurisdictions, including in the E.U. and the U.S., we are subject to laws and regulations relating to the collection, use, retention, security, and transfer of the confidential information of third parties, including our clients’ and employees’ confidential information.
Such risks include the investment of significant time and resources; the possibility that these efforts will not be successful and could result in reputational damage to us; the possibility that the marketplace does not accept our products or services or that we are unable to retain clients that adopt our new products or services; and the risk of new or additional liabilities associated with these efforts, including potential E&O or other claims.
Such risks include without limitation the investment of significant time and resources; the possibility that these efforts will not be successful or result in reputational damage to us; the possibility that the marketplace does not accept our products or services or that we are unable to retain clients that adopt our new products or services; the risk that our governance process and controls in these new areas may not be effective or consistent with legal, regulatory, or client requirements or expectations and the risk of new or additional liabilities associated with these efforts, including potential E&O or other claims.
Further, regulatory initiatives in the area of data privacy and data 24 protection are more frequently including provisions allowing authorities to impose substantial fines and penalties, and therefore, failure to comply could also have a significant financial impact.
Further, regulatory initiatives in these areas are more frequently including provisions allowing authorities to impose substantial fines and penalties, and therefore, failure to comply could also have a significant financial impact.
Governmental, investor, stakeholder and greater public attention to ESG matters, including new or enhanced reporting, diligence or disclosure rules and regulations, has expanded and may continue to change the nature, scope, and complexity of matters that we are required to control, assess, and report.
Governmental, investor, stakeholder and public attention to corporate sustainability matters, including new or changing reporting, diligence or disclosure rules and regulations, has increased in recent years and may continue to change the nature, scope, and complexity of matters that we are required to control, assess, and report.
We estimate that our annualized savings from the Program will be approximately $350 million by the end of 2026. Actual total costs, savings and timing may vary from these estimates due to changes in the scope or assumptions underlying the Program and other operational improvement initiatives. We therefore cannot assure that we will achieve the targeted savings.
Actual total costs, savings and timing may continue to vary from these estimates due to changes in the scope or assumptions underlying the Program and other operational improvement initiatives. We therefore cannot assure that we will achieve the targeted savings.
Risk Factors Summary The following is a summary of the principal risks associated with our businesses and the industries in which we operate generally as described in more detail in this report.
Risk Factors Summary The following is a summary of the principal risks associated with our businesses and the industries in which we operate generally as described in more detail in this report. We encourage you to carefully review the full risk factors immediately following this summary as well as the other information in this report.
Certain of our subsidiaries are subject to regulatory requirements of the jurisdictions in which they operate or other restrictions that may limit the amounts that subsidiaries can pay in dividends or other payments to us.
Certain of our subsidiaries are subject to regulatory requirements of the jurisdictions in which they operate or other restrictions that may limit the amounts that subsidiaries can pay in dividends or other payments to us. Changes in law, regulatory actions, or other circumstances could restrict the ability of our subsidiaries to pay dividends or otherwise make 16 payments to us.
In addition, each of our committed credit facilities and the term loan included customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, tested quarterly.
The credit facilities are intended to support our commercial paper obligations and our general working capital needs. In addition, each of our committed credit facilities included customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, tested quarterly.
In particular, there have been a number of recently adopted privacy laws around the globe including in China and Brazil, and significant privacy rulings in the E.U. relating to the “Schrems II” case, which imposed significant changes to the way companies export personal data from the E.U.
In particular, there have been a number of recently adopted privacy laws around the globe including but not limited to significant privacy rulings in the E.U., which have imposed significant changes to the way companies export personal data.
All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyber-attacks, computer viruses, data and security breaches, and unauthorized access or improper actions by third parties with whom we engage, insiders or employees.
All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyber-attacks, malicious or destructive code, ransomware, social engineering attacks, generative artificial intelligence and deepfake attacks, denial of service attacks, data and security breaches, and unauthorized access or improper actions by third parties with whom 23 we engage, insiders or employees.
There can be no assurance that we would be successful in attempting to mitigate the adverse impacts resulting from any changes in tax laws and regulations, including any changes in the interpretation of such tax authorities, or from audits and other matters.
We may be unable to mitigate the adverse impacts resulting from any changes in tax laws and regulations, including any changes in the interpretation of such tax authorities, or from audits and other matters.
Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results. 10 • Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation.
Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results. • Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation. • Regulation in the areas of data privacy, data protection, data management, data transfer, data localization, artificial intelligence, and cybersecurity could increase our costs and affect or limit our business opportunities.
Significant judgment is required in determining our worldwide provision for income taxes, and our determination of the amount of our tax liability is always subject to review by applicable tax authorities.
Significant judgment is required in determining our worldwide provision for income taxes, and our determination of the amount of our tax liability is always subject to review by applicable tax authorities. Our actual global tax rate may vary from our expectation and that variance may be material.
The Company’s shareholders passed a resolution at the Company’s annual general meeting of shareholders held on June 21, 2024, to extend such authority to issue, or grant rights to acquire, such number of shares up to approximately twenty percent of the Company’s issued share capital as of April 12, 2024 until December 21, 2025.
The Company’s shareholders passed resolutions at the Company’s annual general meetings of shareholders held on June 21, 2024, and June 27, 2025 to ultimately extend such authority to allot and issue, or grant rights to acquire, such number of shares up to approximately twenty percent of the Company’s issued share capital as of April 11, 2025, with such authority expiring on December 27, 2026.
Financial Risks We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We face exposure to adverse movements in exchange rates of currencies other than our reporting currency, the U.S. dollar, as a significant portion of our business is located outside of the U.S.
We face exposure to adverse movements in exchange rates of currencies other than our reporting currency, the U.S. dollar, as a significant portion of our business is located outside of the U.S. These exposures may change over time, and they could have a material adverse impact on our financial results and cash flows.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−0 removed11 unchanged
Biggest changeIn addition, Aon maintains a Global Security Services (“GSS”) organization, led by the CSO, with dedicated security personnel responsible for protecting Aon’s people, property, and information. Aon’s CSO reports to Aon’s Chief Operating Officer and is an experienced technology and cybersecurity professional, with over 20 years’ experience in information security and technology.
Biggest changeIn addition, Aon maintains a Global Cybersecurity Services (“GCS”) organization, led by the CISO, with dedicated cybersecurity personnel responsible for protecting Aon’s information and information systems. Aon’s CISO reports to Aon’s Chief Operating Officer and is an experienced cybersecurity professional, with over 15 years’ experience in information security.
Aon’s GPO and Law & Compliance department work with business units to incorporate appropriate controls into supplier contracts. The Company’s controls are designed to align to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework .
Aon’s GPDTO and Law & Compliance department work with business units to incorporate appropriate controls into supplier contracts. The Company’s controls are designed to align to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework .
The CIGC includes the CSO, the Chief Privacy and Data Trust Officer, and other representatives from the Company’s GPO and GSS, as well as leaders from the Company’s operations, Risk Management, Law & Compliance, Controllership, Internal Audit, and Communications functions. The CIGC reviews and assesses cybersecurity incidents and is responsible for coordinating the mitigation and remediation of such incidents.
The CIGC includes the CISO, the Chief Privacy and Data Trust Officer, and other representatives from the Company’s GPDTO and GCS, as well as leaders from the Company’s operations, Risk Management, Law & Compliance, Controllership, Internal Audit, and Communications functions. The CIGC reviews and assesses cybersecurity incidents and is responsible for coordinating the mitigation and remediation of such incidents.
Aon’s management carries out the processes, controls, and practices of the Company’s ERM program, including the identification, assessment, prioritization, and mitigation of cybersecurity risks. Aon uses external service providers, where appropriate, to assess, test or otherwise assist with aspects of its security processes.
Aon’s management carries out the daily processes, controls, and practices of the Company’s ERM program, many of which are embedded within our operations, including the identification, assessment, prioritization, and mitigation of cybersecurity risks. Aon uses external service providers, where appropriate, to assess, test or otherwise assist with aspects of its security processes.
The Company’s management, including the Chief Security Officer (“CSO”), regularly presents to the Audit Committee of the Board regarding cybersecurity matters. Members of senior management attend Board and committee meetings to address any questions or concerns raised by the Board related to risk management, including those relating to cybersecurity, and any other matters.
The Company’s management, including the Chief Information Security Officer (“CISO”), regularly presents (no less than twice annually) to the Audit Committee of the Board regarding cybersecurity matters. Members of senior management attend Board and committee meetings to address any questions or concerns raised by the Board related to risk management, including those relating to cybersecurity, and any other matters.
In coordination with the Global Privacy Office (“GPO”) and GSS, the GEOC reports significant cybersecurity incidents to the Cyber Incident Governance Committee (“CIGC”). The CIGC is comprised of members of management, and is responsible for reviewing significant cybersecurity incidents.
In coordination with the Global Privacy & Data Trust Office (“GPDTO”) and GCS, the GEOC reports significant cybersecurity incidents to the Cyber Incident Governance Committee (“CIGC”). 26 The CIGC is comprised of members of management, and is responsible for reviewing significant cybersecurity incidents.
The Audit Committee also has primary responsibility for the oversight of 26 cybersecurity risk and engages in regular discussion with management regarding cybersecurity and privacy risk mitigation and incident management. Cybersecurity matters are an important focus of our Board’s oversight of risk.
The Audit Committee also has primary responsibility for the oversight of cybersecurity risk and engages in regular discussion with management regarding cybersecurity and privacy risk mitigation and incident management, including risks arising from the use of artificial intelligence. Cybersecurity matters are an important focus of our Board’s oversight of risk.
Added
We also maintain insurance to provide protection against certain losses that may be associated with a cybersecurity breach or data privacy event, although our coverage may not be sufficient to offset all losses arising from such events.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed2 unchanged
Biggest changeSee Note 9 “Lease Commitments” of the Notes 27 to Consolidated Financial Statements in Part II, Item 8 of this report for information with respect to our lease commitments as of December 31, 2024.
Biggest changeSee Note 9 “Lease Commitments” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for information with respect to our lease commitments as of December 31, 2025.
Item 2. Properties We have offices in various locations throughout the world. Substantially all of our offices are located in leased premises. We maintain our corporate headquarters at 15 George's Quay, Dublin 2, Ireland, where we occupy approximately 33,000 square feet of space under an operating lease agreement that expires in 2044.
Item 2. Properties We have offices in various locations throughout the world. Substantially all of our offices are located in leased premises. We maintain our corporate headquarters at 15 George's Quay, Dublin 2, Ireland, where we occupy approximately 29,000 square feet of space under an operating lease agreement that expires in 2044.
The following are additional significant leased properties, along with the occupied square footage and expiration. Property: Occupied Square Footage Lease Expiration Dates 165 Broadway, New York, New York 217,000 2028 200 E.
The following are additional significant leased properties, along with the occupied square footage and expiration. Property: Occupied Square Footage Lease Expiration Dates 165 Broadway, New York, New York 204,000 2028 200 E.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+5 added−4 removed2 unchanged
Biggest changeCase was a partner with McKinsey & Company, a global management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey’s Global Insurance Practice and was a member of McKinsey’s governing Shareholders’ Committee. Prior to joining McKinsey, Mr.
Biggest changeCase 63 President and Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005 and assumed the additional title of President in March 2025. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, a global management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice.
Stevens held a variety of roles during her 29-year career at Wells Fargo, most recently as Executive Vice President where she led the Western Region for the Community Bank. Darren Zeidel 53 General Counsel and Company Secretary. Mr. Zeidel was named General Counsel and Company Secretary in July 2019. Prior to this Mr.
Stevens held a variety of roles during her 29-year career at Wells Fargo, most recently as Executive Vice President where she led the Western Region for the Community Bank. Darren Zeidel 54 General Counsel and Company Secretary. Mr. Zeidel was named General Counsel and Company Secretary in July 2019. Prior to this Mr.
Zeidel worked for Honeywell, where he held business segment general counsel roles in the aerospace strategic business unit and at Honeywell UOP LLC. Mr. Zeidel began his career as an Associate in the Mergers and Acquisitions group in the New York office of Skadden, Arps, Slate, Meagher & Flom, LLP. 29 PART II
Zeidel worked for Honeywell, where he held business segment general counsel roles in the aerospace strategic business unit and at Honeywell UOP LLC. Mr. Zeidel began his career as an Associate in the Mergers and Acquisitions group in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. 28 PART II
Simon held a variety of roles in finance and information technology with Conagra Brands since joining the company in 2000, including serving as VP Global Business Services from January 2016 to June 2017, and VP Information Technology from 2008 to 2016. Lisa Stevens 54 Chief Administrative Officer. Ms.
Simon held a variety of roles in finance and information technology with Conagra Brands since joining the company in 2000, including serving as VP Global Business Services from January 2016 to June 2017, and VP Information Technology from 2008 to 2016. Lisa Stevens 55 Chief Administrative Officer. Ms.
Item 4. Mine Safety Disclosure Not applicable. 28 Information about our Executive Officers The executive officers of Aon, as of February 18, 2025 unless otherwise noted, their business experience during a period of the last five years or longer, and their ages and positions held are set forth below. Name Age Position Eric Andersen 60 President. Mr.
Item 4. Mine Safety Disclosure Not applicable. 27 Information about our Executive Officers The executive officers of Aon, as of February 13, 2026 unless otherwise noted, their business experience during a period of the last five years or longer, and their ages and positions held are set forth below. Name Age Position Gregory C.
Reese joined Broadridge from American Express Company, a bank holding company and financial services provider, where he most recently served as Senior Vice President and CFO of the Global Consumer Services Group since April 2019. Mindy Simon 48 Chief Operating Officer. Ms. Simon joined Aon as Chief Operating Officer in October 2022. Prior to joining Aon, Ms.
Reese served as the Corporate Vice President, Chief Financial Officer of Broadridge Financial Solutions, Inc., a financial technology and services provider, since 2020. Mr. Reese joined Broadridge from American Express Company, a bank holding company and financial services provider, where he most recently served as Senior Vice President and CFO of the Global Consumer Services Group since April 2019.
Simon served as Chief Information Officer for Conagra Brands since June 2017. Prior to her role as Chief Information Officer, Ms.
Mindy Simon 49 Chief Operating Officer. Ms. Simon joined Aon as Chief Operating Officer in October 2022. Prior to joining Aon, Ms. Simon served as Chief Information Officer for Conagra Brands since June 2017. Prior to her role as Chief Information Officer, Ms.
He was named Senior Vice President and Global Controller in February 2018. Edmund Reese 50 Chief Financial Officer. Mr. Reese became Chief Financial Officer of the Company in July 2024. Prior to joining Aon, Mr. Reese served as the Corporate Vice President, Chief Financial Officer of Broadridge Financial Solutions, Inc., a financial technology and services provider, since 2020. Mr.
Marcell held several leadership roles since joining Aon in 2015, including as CEO of Global Reinsurance Solutions from 2018 to 2023, and as CEO of Risk Capital from 2023 until June 2025. Edmund Reese 51 Chief Financial Officer. Mr. Reese became Chief Financial Officer of the Company in July 2024. Prior to joining Aon, Mr.
Removed
Andersen joined Aon in 1997 upon the completion of the acquisition of Minet. Mr. Andersen has served in a variety of roles during his more than 20 year career at Aon, including as Chief Executive Officer of Aon Risk Solutions Americas from 2011 to 2013, and Chief Executive Officer of Aon Benfield from September 2013 to May 2018. Mr.
Added
He previously was responsible for McKinsey’s Global Insurance Practice and was a member of McKinsey’s governing Shareholders’ Council. Prior to joining McKinsey, Mr. Case worked for the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. Anne Corona 48 CEO, Enterprise Clients and Global Chief Commercial Officer. Ms.
Removed
Andersen was appointed Co-President of the Company in May 2018 and became President in February 2020. He was named an Executive Officer in February 2017. Gregory C. Case 62 Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005. He also served as Aon’s President from April 2005 to May 2018. Prior to joining Aon, Mr.
Added
Corona was named Chief Executive Officer, Enterprise Clients and Global Chief Commercial Officer in December 2024. Ms. Corona previously held several leadership roles since joining Aon in 2000, including CEO, Asia Pacific immediately prior to her appointment; President of Aon’s Financial Services Group; and Chief of Staff for the office of the global CEO.
Removed
Case worked for the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. Michael Neller 46 Chief Accounting Officer and Global Controller. Mr. Neller joined Aon in August 2011 as its Vice President, Technical Accounting and Policy. From December 2011 to February 2018, Mr. Neller served as Aon’s Deputy Global Controller.
Added
David DeBrunner 59 Chief Accounting Officer and Global Controller. Mr. DeBrunner joined Aon as Chief Accounting Officer and Global Controller in September 2025. Before joining Aon, Mr. DeBrunner served as Vice President, Controller and Chief Accounting Officer of Ally Financial Inc., a bank holding company. Prior to joining Ally, Mr.
Removed
In this role, he was responsible for Aon’s Latin America and North America regions, as well as global accounting policy, corporate accounting, and external reporting. Before joining Aon, Mr. Neller served from July 2009 to August 2011 as a Senior Manager of KPMG LLP, an international public accounting firm, in its Department of Professional Practice (National Office).
Added
DeBrunner was Senior Vice President and Corporate Controller at Fifth Third Bancorp. Lori Goltermann 59 CEO, Regions and North America. Ms. Goltermann became CEO, Regions and North America in March 2024. Ms. Goltermann previously held a variety of roles at Aon since joining in 1993, including CEO, Global Enterprise Clients, and CEO of Aon’s U.S.
Added
Commercial Risk and Health Solutions businesses; and CEO, U.S. Health Solutions practice. Andy Marcell 58 CEO, Global Solutions. Mr. Marcell was named Chief Executive Officer, Global Solutions, in June 2025. Prior to this Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed1 unchanged
Biggest changeThe following information relates to the repurchases of equity securities by Aon or any affiliated purchaser during each month within the fourth quarter of the fiscal year covered by this report: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) 10/1/24 – 10/31/24 279,120 $ 357.83 279,120 $ 2,413,804,583 11/1/24 – 11/30/24 183,058 $ 380.52 183,058 $ 2,344,147,491 12/1/24 – 12/31/24 71,057 $ 378.27 71,057 $ 2,317,269,118 533,235 $ 368.34 533,235 $ 2,317,269,118 (1) Does not include commissions paid to repurchase shares.
Biggest changeThe following information relates to the repurchases of equity securities by Aon or any affiliated purchaser during each month within the fourth quarter of the fiscal year covered by this report: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) 10/1/25 – 10/31/25 236,345 $ 352.58 236,345 $ 1,483,944,827 11/1/25 – 11/30/25 222,500 $ 347.58 222,500 $ 1,406,609,003 12/1/25 – 12/31/25 256,373 $ 348.45 256,373 $ 1,317,276,106 715,218 $ 349.54 715,218 $ 1,317,276,106 (1) Does not include commissions paid to repurchase shares.
Information relating to the compensation plans under which equity securities of Aon are authorized for issuance is set forth under Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this report and is incorporated herein by reference. We did not make any unregistered sales of equity in 2024.
Information relating to the compensation plans under which equity securities of Aon are authorized for issuance is set forth under Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this report and is incorporated herein by reference. We did not make any unregistered sales of equity in 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our class A ordinary shares, $0.01 nominal value per share, are traded on the NYSE under the trading symbol AON. In February 2025, Aon paid a quarterly cash dividend of $0.675 per share.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our class A ordinary shares, $0.01 nominal value per share, are traded on the NYSE under the trading symbol AON. In February 2026, Aon paid a quarterly cash dividend of $0.745 per share.
The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon our future earnings, liquidity, cash flows, capital allocation, financial conditions, and other factors. On February 14, 2025 the last reported sale price of our ordinary shares as reported by the NYSE was $386.99 per share.
The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon our future earnings, liquidity, cash flows, capital allocation, financial conditions, and other factors. On February 12, 2026 the last reported sale price of our ordinary shares as reported by the NYSE was $314.49 per share.
We have approximately 483 holders of record of our class A ordinary shares as of February 18, 2025.
We have approximately 448 holders of record of our class A ordinary shares as of February 12, 2026.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

143 edited+17 added−39 removed109 unchanged
Biggest changeIn addition, the company had other adjustments of $3.9 billion for cash and certain assumed liabilities. 32 REVIEW OF CONSOLIDATED RESULTS Summary of Results Our consolidated results are as follows (in millions): Years Ended December 31 2024 2023 2022 Revenue Total revenue $ 15,698 $ 13,376 $ 12,479 Expenses Compensation and benefits 8,283 6,902 6,477 Information technology 539 534 509 Premises 325 294 289 Depreciation of fixed assets 183 167 151 Amortization and impairment of intangible assets 503 89 113 Other general expense 1,641 1,470 1,271 Accelerating Aon United Program expenses 389 135 — Total operating expenses 11,863 9,591 8,810 Operating income 3,835 3,785 3,669 Interest income 67 31 18 Interest expense (788) (484) (406) Other income (expense) 348 (163) (125) Income before income taxes 3,462 3,169 3,156 Income tax expense 742 541 510 Net income 2,720 2,628 2,646 Less: Net income attributable to redeemable and nonredeemable noncontrolling interests 66 64 57 Net income attributable to Aon shareholders $ 2,654 $ 2,564 $ 2,589 Diluted net income per share attributable to Aon shareholders $ 12.49 $ 12.51 $ 12.14 Weighted average ordinary shares outstanding - diluted 212.5 205.0 213.2 Our segment results are as follows (in millions): Twelve Months Ended December 31, Risk Capital Human Capital Corporate/Eliminations (1) Total Consolidated 2024 2023 2024 2023 2024 2023 2024 2023 Revenue Total revenue $ 10,517 $ 9,524 $ 5,209 $ 3,864 $ (28) $ (12) $ 15,698 $ 13,376 Expenses Compensation and benefits 5,417 4,800 2,739 2,003 127 99 8,283 6,902 Information technology 368 385 168 148 3 1 539 534 Premises 215 204 110 88 — 2 325 294 Other expenses (2) 1,225 1,189 1,049 528 442 144 2,716 1,861 Total operating expenses 7,225 6,578 4,066 2,767 572 246 11,863 9,591 Operating income $ 3,292 $ 2,946 $ 1,143 $ 1,097 $ (600) $ (258) $ 3,835 $ 3,785 Operating margin 31.3 % 30.9 % 21.9 % 28.4 % 24.4 % 28.3 % (1) Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.
Biggest changeRisk Capital adju sted operating margin decreased to 34.3% in 2025 from 34.6% in 2024 and Human Capital adjusted operating margin increased to 32.2% in 2025 from 29.5% in 2024. • Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $17.07 per share in 2025, an increase of $1.47 per share, or 9%, from $15.60 per share in 2024. • Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $3.2 billion in 2025, an increase of $401 million, or 14%, from $2.8 billion in 2024, reflecting an increase in cash flows from operations, partially offset by a $45 million increase in capital expenditures. 30 REVIEW OF CONSOLIDATED RESULTS Summary of Results Our consolidated results are as follows (in millions): Years Ended December 31 2025 2024 2023 Revenue Total revenue $ 17,181 $ 15,698 $ 13,376 Expenses Compensation and benefits 8,985 8,283 6,902 Information technology 568 539 534 Premises 337 325 294 Depreciation of fixed assets 188 183 167 Amortization and impairment of intangible assets 778 503 89 Other general expense 1,616 1,641 1,470 Accelerating Aon United Program expenses 365 389 135 Total operating expenses 12,837 11,863 9,591 Operating income 4,344 3,835 3,785 Interest income 19 67 31 Interest expense (815) (788) (484) Other income (expense) 1,211 348 (163) Income before income taxes 4,759 3,462 3,169 Income tax expense 1,009 742 541 Net income 3,750 2,720 2,628 Less: Net income attributable to redeemable and nonredeemable noncontrolling interests 55 66 64 Net income attributable to Aon shareholders $ 3,695 $ 2,654 $ 2,564 Diluted net income per share attributable to Aon shareholders $ 17.02 $ 12.49 $ 12.51 Weighted average ordinary shares outstanding - diluted 217.1 212.5 205.0 Our segment results are as follows (in millions): Twelve Months Ended December 31, Risk Capital Human Capital Corporate/Eliminations (1) Total Consolidated 2025 2024 2025 2024 2025 2024 2025 2024 Revenue Total revenue $ 11,290 $ 10,517 $ 5,907 $ 5,209 $ (16) $ (28) $ 17,181 $ 15,698 Expenses Compensation and benefits 5,832 5,417 3,060 2,739 93 127 8,985 8,283 Information technology 372 368 186 168 10 3 568 539 Premises 216 215 116 110 5 — 337 325 Other expenses (2) 1,434 1,225 1,135 1,049 378 442 2,947 2,716 Total operating expenses 7,854 7,225 4,497 4,066 486 572 12,837 11,863 Operating income $ 3,436 $ 3,292 $ 1,410 $ 1,143 $ (502) $ (600) $ 4,344 $ 3,835 Operating margin 30.4 % 31.3 % 23.9 % 21.9 % 25.3 % 24.4 % (1) Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.
Amortization and Impairment of Intangible Assets Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based, technology, and tradename assets.
Amortization and Impairment of Intangible Assets Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based tradename assets, and technology.
Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services.
Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services.
(4) Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with certain pension and legal settlements, Accelerating Aon United Program expenses, deferred consideration from a prior year sale of business, certain gains from dispositions, certain transaction and integration costs related to the acquisition of NFP, and changes in the fair value of contingent consideration, which are adjusted at the related jurisdictional rate.
(4) Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with changes in the fair value of contingent consideration, certain legal settlements, Accelerating Aon United Program expenses, certain transaction and integration costs related to the acquisition of NFP, certain gains from dispositions, and deferred consideration from a prior-year sale of business, which are adjusted at the related jurisdictional rate.
We focus on four key metrics, that are not presented in accordance with U.S. GAAP that we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, our Consolidated Financial Statements.
We focus on four key metrics that are not presented in accordance with U.S. GAAP, which we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, our Consolidated Financial Statements.
This supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Consolidated Financial Statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments.
This supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, Total revenue in our Consolidated Financial Statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments.
Nonqualified pension and other postretirement benefit obligations are based on estimated future benefit payments. We may make additional discretionary contributions. Refer to Note 12 “Employee Benefits” of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this report for further information.
Nonqualified pension and other postretirement benefit obligations are based on estimated future benefit payments. We may make additional discretionary 44 contributions. Refer to Note 12 “Employee Benefits” of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this report for further information.
As a result of the Early Settlement of the offers 46 and the related redemption which occurred on April 26, 2024, no NFP Notes remain outstanding. Aon plc incurred $6 million of debt extinguishment charges for the year ended December 31, 2024 related to costs related to the NFP Transaction.
As a result of the Early Settlement of the offers and the related redemption which occurred on April 26, 2024, no NFP Notes remain outstanding. Aon plc incurred $6 million of debt extinguishment charges for the year ended December 31, 2024 related to costs related to the NFP Transaction.
We used a full-yield curve approach in the estimation of the service and interest cost components of NPPC for our major pension and other postretirement benefit plans; this was obtained by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. 52 Recognition of Gains and Losses and Prior Service Certain changes in the value of the obligation and in the value of plan assets, which may occur due to various factors such as changes in the discount rate and actuarial assumptions, actual demographic experience, and/or plan asset performance are not immediately recognized in net income.
We used a full-yield curve approach in the estimation of the service and interest cost components of NPPC for our major pension and other postretirement benefit plans; this was obtained by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. 48 Recognition of Gains and Losses and Prior Service Certain changes in the value of the obligation and in the value of plan assets, which may occur due to various factors such as changes in the discount rate and actuarial assumptions, actual demographic experience, and/or plan asset performance are not immediately recognized in net income.
We believe the implied control premium determined by our impairment analysis is reasonable based upon historic data of premiums paid on actual transactions within our industry. During the year-ended December 31, 2024, we performed a qualitative impairment assessment at the reporting unit level which was defined as components of the Company’s operating segments.
We believe the implied control premium determined by our impairment analysis is reasonable based upon historic data of premiums paid on actual transactions within our industry. During the year-ended December 31, 2025, we performed a qualitative impairment assessment at the reporting unit level which was defined as components of the Company’s operating segments.
For arrangements where control is transferred over time, an input or output method is applied that represents a faithful depiction of the progress towards completion of the performance obligation. For arrangements that include variable consideration, we assesses whether any amounts should be constrained. For arrangements that include multiple performance obligations, we allocate consideration based on their relative fair values.
For arrangements where control is transferred over time, an input or output method is applied that represents a faithful depiction of the progress towards completion of the performance obligation. For arrangements that include variable consideration, we assess whether any amounts should be constrained. For arrangements that include multiple performance obligations, we allocate consideration based on their relative fair values.
For 51 arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data.
For 47 arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data.
Aon Corporation, Aon North America, Inc., Aon Global Limited, and Aon Global Holdings plc are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation together comprise the revised “Obligor group”.
Aon Corporation, Aon North America, Inc., Aon Global Limited, and Aon Global Holdings plc are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation together comprise the “Obligor group”.
We amortize any prior service expense or credits that arise as a result of plan changes over a period consistent with the amortization of gains and losses. As of December 31, 2024, our pension plans have deferred losses that have not yet been recognized through income in the Consolidated Financial Statements.
We amortize any prior service expense or credits that arise as a result of plan changes over a period consistent with the amortization of gains and losses. As of December 31, 2025, our pension plans have deferred losses that have not yet been recognized through income in the Consolidated Financial Statements.
These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in our Consolidated Financial Statements. 42 LIQUIDITY AND FINANCIAL CONDITION Liquidity Executive Summary We believe that our balance sheet and strong cash flow provide us with adequate liquidity.
These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in our Consolidated Financial Statements. 38 LIQUIDITY AND FINANCIAL CONDITION Liquidity Executive Summary We believe that our balance sheet and strong cash flow provide us with adequate liquidity.
For purposes of measuring share-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were necessary for the years ended December 31, 2024, 2023, or 2022.
For purposes of measuring share-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were necessary for the years ended December 31, 2025, 2024, or 2023.
If the fair value of a reporting unit is less than the carrying value, a goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value limited to the total amount of the goodwill allocated to the reporting unit. 54 When determining the fair value of our reporting units, we use a DCF model based on our most current forecasts.
If the fair value of a reporting unit is less than the carrying value, a goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value limited to the total amount of the goodwill allocated to the reporting unit. 50 When determining the fair value of our reporting units, we use a DCF model based on our most current forecasts.
No balances or transactions of non-guarantor subsidiaries are presented in the summarized financial information, including investments of the revised Obligor group in non-guarantor subsidiaries.
No balances or transactions of non-guarantor subsidiaries are presented in the summarized financial information, including investments of the Obligor group in non-guarantor subsidiaries.
The Company is actively monitoring developments in this area and continues to evaluate the guidance and the potential impacts this may have on its global effective tax rate, results of operations, cash flows, and financial condition in 2025 and future periods.
The Company is actively monitoring developments in this area and continues to evaluate the guidance and the potential impacts this may have on its global effective tax rate, results of operations, cash flows, and financial condition in 2026 and future periods.
Program charges are recognized within the Program’s expenses on the accompanying Consolidated Statements of Income and consists of the following cost activities: • Technology and other – includes costs associated with actions taken to rationalize certain applications and to optimize technology across the Company.
Program charges are recognized within the Program’s expenses on the accompanying Consolidated Statements of Income and consist of the following cost activities: • Technology and other – includes costs associated with actions taken to rationalize certain applications and to optimize technology across the Company.
While we earn investment income on the funds held in cash and money market funds, the funds cannot be used for general corporate purposes. We maintain multicurrency cash pools with third-party banks in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall global balance does not fall below zero.
While we earn investment income on the funds held in cash and money market funds, the funds cannot be used for general corporate purposes. We maintain multi-currency cash pools with third-party banks in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall global balance does not fall below zero.
There are no subsidiaries other than those listed above that guarantee the Aon North America, Inc.
There are no subsidiaries other than those listed above that guarantee the Aon North America, Inc. Notes.
As of December 31, 2024, the market-related value of assets was $1.7 billion. We do not use the market-related valuation approach to determine the funded status of the U.S. plans recorded in the Consolidated Statements of Financial Position.
As of December 31, 2025, the market-related value of assets was $1.7 billion. We do not use the market-related valuation approach to determine the funded status of the U.S. plans recorded in the Consolidated Statements of Financial Position.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY OF 2024 FINANCIAL RESULTS Aon plc is a leading global professional services firm providing a broad range of Risk Capital and Human Capital solutions.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY OF 2025 FINANCIAL RESULTS Aon plc is a leading global professional services firm providing a broad range of Risk Capital and Human Capital solutions.
The following table discloses our accumulated other comprehensive loss, the number of years over which we are amortizing the loss, and the estimated 2025 amortization of loss by country (in millions, except amortization period): U.K. U.S.
The following table discloses our accumulated other comprehensive loss, the number of years over which we are amortizing the loss, and the estimated 2026 amortization of loss by country (in millions, except amortization period): U.K. U.S.
This supplemental information related to free cash flow represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Consolidated Financial Statements. Management believes the supplemental information related to free cash flow is helpful to investors when evaluating our operating performance and liquidity results.
This supplemental information related to free cash flow represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, cash provided by operating activities in our Consolidated Financial Statements. Management believes the supplemental information related to free cash flow is helpful to investors when evaluating our operating performance and liquidity results.
Letters of Credit and Other Guarantees We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit. We had total LOCs outstanding of approximately $124 million at December 31, 2024, compared to $86 million at December 31, 2023.
Letters of Credit and Other Guarantees We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit. We had total LOCs outstanding of approximately $124 million at December 31, 2025, compared to $124 million at December 31, 2024.
Rate of Return on Plan Assets and Asset Allocation The following table summarizes the expected long-term rate of return on plan assets for future pension expense as of December 31, 2024: U.K. U.S.
Rate of Return on Plan Assets and Asset Allocation The following table summarizes the expected long-term rate of return on plan assets for future pension expense as of December 31, 2025: U.K. U.S.
The OECD has issued numerous guidance documents attempting to change how Pillar Tax operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future.
The OECD has issued numerous guidance documents attempting to change how Pillar Two operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future.
Accelerating Aon United Program Expenses Accelerating Aon United Program expenses were $389 million in 2024 compared to $135 million in 2023, reflecting restructuring charges associated with the AAU Program announced in the third quarter of 2023, relating to workforce optimization, technology and other costs, and asset impairments.
Accelerating Aon United Program Expenses Accelerating Aon United Program expenses were $365 million in 2025 compared to $389 million in 2024, reflecting restructuring charges associated with the AAU Program announced in the third quarter of 2023, relating to workforce optimization, technology and other costs, and asset impairments.
Organic revenue growth is a non-GAAP measure that includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.
Organic revenue growth is a non-GAAP measure that includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, which are adjusted from organic revenue growth upon classification as held for sale, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.
The 2022 to 2024 performance period ended on December 31, 2024, the 2021 to 2023 performance period ended on December 31, 2023, and the 2020 to 2022 performance period ended on December 31, 2022. The LPP currently has two open performance periods: 2023 to 2025 and 2024 to 2026.
The 2023 to 2025 performance period ended on December 31, 2025, the 2022 to 2024 performance period ended on December 31, 2024, and the 2021 to 2023 performance period ended on December 31, 2023. The LPP currently has two open performance periods: 2024 to 2026 and 2025 to 2027.
Financing Activities Cash flows provided by financing activities were $796 million during the year ended December 31, 2024,compared to $2.9 billion of Cash flows used for financing activities in the prior year period. Generally, the primary drivers of cash flow provided by financing activities are issuances of debt, changes in net fiduciary liabilities, and proceeds from issuance of shares.
Financing Activities Cash flows used for financing activities were $4.2 billion during the year ended December 31, 2025, compared to $796 million of Cash flows provided by financing activities in the prior year period. Generally, the primary drivers of cash flow provided by financing activities are issuances of debt, changes in net fiduciary liabilities, and proceeds from issuance of shares.
Ratings Senior Long-term Debt Commercial Paper Outlook Standard & Poor’s A- A-2 Negative Moody’s Investor Services Baa2 P-2 Stable Fitch, Inc.
Ratings Senior Long-term Debt Commercial Paper Outlook Standard & Poor’s A- A-2 Stable Moody’s Investor Services Baa2 P-2 Positive Fitch, Inc.
The maximum exposure with respect to such contractual contingent guarantees was approximately $162 million at December 31, 2024, compared to $194 million at December 31, 2023. Contractual Obligations Our contractual obligations and commitments as of December 31, 2024 are comprised of principal payments on debt, interest payments on debt, operating leases, pension and other postretirement benefit plans, and purchase obligations.
The maximum exposure with respect to such contractual contingent guarantees was approximately $196 million at December 31, 2025, compared to $162 million at December 31, 2024. Contractual Obligations Our contractual obligations and commitments as of December 31, 2025 are comprised of principal payments on debt, interest payments on debt, operating leases, pension and other postretirement benefit plans, and purchase obligations.
GAAP and should be viewed in addition to, not instead of, our Consolidated Financial Statements. 40 A reconciliation of this non-GAAP measure to reported diluted earnings per share is as follows (in millions, except per share data and percentages): Year Ended December 31, 2024 U.S.
GAAP and should be viewed in addition to, not instead of, our Consolidated Financial Statements. 36 A reconciliation of this non-GAAP measure to reported diluted earnings per share is as follows (in millions, except per share data and percentages): Year Ended December 31, 2025 U.S.
Otherwise, we have elected not to include a discussion of our consolidated results for 2023 compared to 2022 in this report in reliance upon Instruction 1 to Item 303(b) of Regulation S-K.
Consolidated Results for 2024 Compared to 2023 We have elected not to include a discussion of our consolidated results for 2024 compared to 2023 in this report in reliance upon Instruction 1 to Item 303(b) of Regulation S-K.
The increase was primarily driven by the inclusion of operating expenses from NFP and an increase in expense associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions. Information Technology Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $5 million, or 1%, in 2024 compared to 2023.
The increase was primarily driven by the inclusion of operating expenses from NFP and an increase in expenses associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions. Information Technology Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $29 million, or 5%, in 2025 compared to 2024.
Instead, we record and present the funded status in the Consolidated Statements of Financial Position based on the fair value of the plan assets. As of December 31, 2024, the fair value of plan assets was $1.4 billion. Our non-U.S. plans use fair value to determine expected return on assets.
Instead, we record and present the funded status in the Consolidated Statements of Financial Position based on the fair value of the plan assets. As of December 31, 2025, the fair value of plan assets was $1.5 billion. Our non-U.S. plans use fair value to determine expected return on assets.
Program and €625 million ($651 million at December 31, 2024 exchange rates) under the European Program, not to exceed the amount of our committed credit facilities, which was $2.0 billion at December 31, 2024. The aggregate capacity of the Commercial Paper Programs remain fully backed by our committed credit facilities.
Program and €625 million ($736 million at December 31, 2025 exchange rates) under the European Program, not to exceed the amount of our committed credit facilities, which was $2.0 billion at December 31, 2025. The aggregate capacity of the Commercial Paper Programs remain fully backed by our committed credit facilities.
A 10% upward adjustment in our estimated performance achievement percentage for both open performance periods would have increased our 2024 expense by approximately $9 million, while a 10% downward adjustment would have decreased our expense by approximately $9 million. 55 Income Taxes We earn income in numerous countries and this income is subject to the laws of taxing jurisdictions within those countries.
A 10% upward adjustment in our estimated performance achievement percentage for both open performance periods would have increased our 2025 expense by approximately $9.1 million, while a 10% downward adjustment would have decreased our expense by approximately $9.1 million. 51 Income Taxes We earn income in numerous countries and this income is subject to the laws of taxing jurisdictions within those countries.
Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions, and other factors. Rating Agency Ratings The major rating agencies’ ratings of our debt at February 18, 2025 appear in the table below.
Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions, and other factors. Rating Agency Ratings The major rating agencies’ ratings of our debt at February 13, 2026 appear in the table below.
Currency fluctuations had an unfavorable impact of $0.11 on net income per diluted share during the year ended December 31, 2024 if prior year period results were translated at current period foreign exchange rates.
Currency fluctuations had an unfavorable impact of $0.03 on net income per diluted share during the year ended December 31, 2025 if prior year period results were translated at current period foreign exchange rates.
Currency fluctuations had an unfavorable impact of $0.12 on adjusted diluted earnings per share during the year ended December 31, 2024 if prior year period results were translated at current period foreign exchange rates.
Currency fluctuations had an unfavorable impact of $0.01 on adjusted diluted earnings per share during the year ended December 31, 2025 if prior year period results were translated at current period foreign exchange rates.
Accelerating Aon United Program Expenses In the third quarter of 2023, we initiated the Accelerating Aon United Program (the “Program” or the “AAU Program”) with the purpose of streamlining our technology infrastructure, optimizing our leadership structure and resource alignment, and reducing the real estate footprint to align to our hybrid working strategy.
Accelerating Aon United Program Expenses In the third quarter of 2023, we initiated a three-year restructuring program called Accelerating Aon United Program (the “Program” or the “AAU Program”) with the purpose of streamlining our technology infrastructure, optimizing our leadership structure and resource alignment, and reducing the real estate footprint to align to our hybrid working strategy.
A reconciliation of this non-GAAP measure to the reported Cash provided by operating activities is as follows (in millions): Years Ended December 31 2024 2023 Cash provided by operating activities $ 3,035 $ 3,435 Capital expenditures (218) (252) Free cash flow $ 2,817 $ 3,183 Impact of Foreign Currency Exchange Rate Fluctuations Because we conduct business in over 120 countries, foreign exchange rate fluctuations may have a significant impact on our business.
A reconciliation of this non-GAAP measure to the reported Cash provided by operating activities is as follows (in millions): Years Ended December 31 2025 2024 Cash provided by operating activities $ 3,481 $ 3,035 Capital expenditures (263) (218) Free cash flow $ 3,218 $ 2,817 Impact of Foreign Currency Exchange Rate Fluctuations Because we conduct business in over 120 countries, foreign exchange rate fluctuations may have a significant impact on our business.
The unrecognized prior service cost (credit) at December 31, 2024 was $43 million, and $(5) million for the U.K. and other plans, respectively. For the U.S. pension plans, we use a market-related valuation of assets approach to determine the expected return on assets, which is a component of NPPC recognized in the Consolidated Statements of Income.
The unrecognized prior service cost (credit) at December 31, 2025 was $48 million, and $(6) million for the U.K. and other plans, respectively. For the U.S. pension plans, we use a market-related valuation of assets approach to determine the expected return on assets, which is a component of NPPC recognized in the Consolidated Statements of Income.
Currency fluctuations had an unfavorable impact of $0.17 on net income per diluted share during the year ended December 31, 2023, if 2022 results were translated at 2023 rates.
Currency fluctuations had an unfavorable impact of $0.11 on net income per diluted share during the year ended December 31, 2024, if 2023 results were translated at 2024 rates.
Currency fluctuations had an unfavorable impact of $0.17 on adjusted diluted earnings per share during the year ended December 31, 2023, if 2022 results were translated at 2023 rates.
Currency fluctuations had an unfavorable impact of $0.12 on adjusted diluted earnings per share during the year ended December 31, 2024, if 2023 results were translated at 2024 rates.
Adjustments also include changes in working capital, that relate primarily to the timing of payments of accounts payable and accrued liabilities, collection of receivables, and payments for Accelerating Aon United Program expenses. Pension Contributions Pension contributions were $58 million for th e year ended December 31, 2024, as compared to $50 million for the year ended December 31, 2023.
Adjustments also include changes in working capital, that relate primarily to the timing of payments of accounts payable and accrued liabilities, collection of receivables, and payments for Accelerating Aon United Program expenses. Pension Contributions Pension contributions were $99 million for the year ended December 31, 2025, as compared to $58 million for the year ended December 31, 2024.
This discussion can be found in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 16, 2024.
This discussion can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 18, 2025.
Distributable profits are not linked to a U.S. GAAP reported amount (e.g., Accumulated deficit). As of December 31, 2024 and December 31, 2023, we had distributable profits in excess of $29.7 billion and $27.5 billion, respectively. We believe that we will have sufficient distributable profits for the foreseeable future.
Distributable profits are not linked to a U.S. GAAP reported amount (e.g., Accumulated deficit). As of December 31, 2025 and December 31, 2024, we had distributable profits in excess of $30.1 billion and $29.7 billion, respectively. We believe that we will have sufficient distributable profits for the foreseeable future.
Revolving Credit Facilities We expect cash generated by operations for 2024 to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders.
Revolving Credit Facilities We expect cash generated by operations for the near-term to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders.
A reconciliation of this non-GAAP measure to the reported Total revenue is as follows (in millions, except percentages): Twelve Months Ended December 31, (millions) 2024 2023 % Change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other Organic Revenue Growth (3) Risk Capital Revenue: Commercial Risk Solutions $ 7,861 $ 7,043 12% —% —% 7% 5% Reinsurance Solutions 2,656 2,481 7 — 1 (1) 7 Human Capital Revenue: Health Solutions 3,335 2,433 37 — — 31 6 Wealth Solutions 1,874 1,431 31 1 — 23 7 Eliminations (28) (12) N/A N/A N/A N/A N/A Total revenue $ 15,698 $ 13,376 17% —% —% 11% 6% Twelve Months Ended December 31, (millions) 2023 2022 % Change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other Organic Revenue Growth (3) Risk Capital Revenue: Commercial Risk Solutions $ 7,043 $ 6,715 5% —% 2% (2)% 5% Reinsurance Solutions 2,481 2,190 13 (1) 4 — 10 Human Capital Revenue: Health Solutions 2,433 2,224 9 — — (1) 10 Wealth Solutions 1,431 1,367 5 — — 1 4 Eliminations (12) (17) N/A N/A N/A N/A N/A Total revenue $ 13,376 $ 12,479 7% —% 2% (2)% 7% (1) Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates.
A reconciliation of this non-GAAP measure to the reported Total revenue is as follows (in millions, except percentages): Twelve Months Ended December 31, (millions) 2025 2024 % Change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other Organic Revenue Growth (3) Risk Capital Revenue: Commercial Risk Solutions $ 8,497 $ 7,861 8% 1% —% 1% 6% Reinsurance Solutions 2,793 2,656 5 — (1) — 6 Human Capital Revenue: Health Solutions 3,839 3,335 15 — — 10 5 Wealth Solutions 2,068 1,874 10 1 — 4 5 Eliminations (16) (28) N/A N/A N/A N/A N/A Total revenue $ 17,181 $ 15,698 9% 1% —% 2% 6% 34 Twelve Months Ended December 31, (millions) 2024 2023 % Change Less: Currency Impact (1) Less: Fiduciary Investment Income (2) Less: Acquisitions, Divestitures & Other Organic Revenue Growth (3) Risk Capital Revenue: Commercial Risk Solutions $ 7,861 $ 7,043 12% —% —% 7% 5% Reinsurance Solutions 2,656 2,481 7 — 1 (1) 7 Human Capital Revenue: Health Solutions 3,335 2,433 37 — — 31 6 Wealth Solutions 1,874 1,431 31 1 — 23 7 Eliminations (28) (12) N/A N/A N/A N/A N/A Total revenue $ 15,698 $ 13,376 17% —% —% 11% 6% (1) Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates.
Premises Premises, which represents the cost of occupying offices in various locations throughout the world, increased $31 million, or 11%, in 2024 compared to 2023 due primarily to the inclusion of operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.
Premises Premises, which represents the cost of occupying offices in various locations throughout the world, increased $12 million, or 4%, in 2025 compared to 2024 due primarily to the inclusion of operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.
Generally, the primary drivers of cash flows used for financing activities are repayments of debt, partially related to the cash tender offer for the NFP Notes, share repurchases, cash paid for employee taxes on withholding shares, dividends paid to shareholders, transactions with noncontrolling interests, and other financing activities, such as payments for deferred consideration in connection with prior year business acquisitions.
Generally, the primary drivers of cash flows used for financing activities are repayments of debt, share repurchases, cash paid for employee taxes on withholding shares, dividends paid to shareholders, transactions with noncontrolling interests, and other financing activities, such as certain payments for deferred and contingent consideration in connection with prior year business acquisitions.
Our Risk Capital segment is expected to incur approximately $200 million of charges, while our Human Capital segment is expected to incur approximately $50 million of charges, with the remaining charges relating to corporate expenses.
Our Risk Capital segment is expected to incur approximately $300 million of charges, while our Human Capital segment is expected to incur approximately $80 million of charges, with the remaining charges relating to corporate expenses.
GAAP Adjustments Non-GAAP Adjusted Operating income $ 3,835 $ 1,104 $ 4,939 Interest income 67 — 67 Interest expense (788) — (788) Other income (expense) (1)(2)(3) 348 (335) 13 Income before income taxes 3,462 769 4,231 Income tax expense (4) 742 107 849 Net income 2,720 662 3,382 Less: Net income attributable to redeemable and nonredeemable noncontrolling interests 66 — 66 Net income attributable to Aon shareholders $ 2,654 $ 662 $ 3,316 Diluted net income per share attributable to Aon shareholders $ 12.49 $ 3.11 $ 15.60 Weighted average ordinary shares outstanding - diluted 212.5 — 212.5 Effective tax rates (4) 21.4 % 20.1 % Year Ended December 31, 2023 U.S.
GAAP Adjustments Non-GAAP Adjusted Operating income $ 3,835 $ 1,104 $ 4,939 Interest income 67 — 67 Interest expense (788) — (788) Other income (expense) (1)(2)(3)(5) 348 (335) 13 Income before income taxes 3,462 769 4,231 Income tax expense (4) 742 107 849 Net income 2,720 662 3,382 Less: Net income attributable to redeemable and nonredeemable noncontrolling interests 66 — 66 Net income attributable to Aon shareholders $ 2,654 $ 662 $ 3,316 Diluted net income per share attributable to Aon shareholders $ 12.49 $ 3.11 $ 15.60 Weighted average ordinary shares outstanding — diluted 212.5 — 212.5 Effective tax rates (4) 21.4 % 20.1 % (1) For the twelve months ended December 31, 2025 and 2024, Other income was $1,211 million and $348 million, respectively.
Notes 5.125% Senior Notes due March 2027 Delayed Draw Term Loan due April 2027 5.150% Senior Notes due March 2029 5.300% Senior Notes due March 2031 5.450% Senior Notes due March 2034 5.750% Senior Notes due March 2054 All guarantees of Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation of the Aon North America, Inc.
Notes 5.125% Senior Notes due March 2027 5.150% Senior Notes due March 2029 5.300% Senior Notes due March 2031 5.450% Senior Notes due March 2034 5.750% Senior Notes due March 2054 45 All guarantees of Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation of the Aon North America, Inc.
(2) Fiduciary investment income for the twelve months ended December 31, 2024, 2023, and 2022 was $315 million, $274 million, and $76 million, respectively.
(2) Fiduciary investment income for the twelve months ended December 31, 2025, 2024, and 2023 was $271 million, $315 million, and $274 million, respectively.
Commercial paper activity during the years ended December 31, 2024 and 2023 is as follows (in millions): Years Ended December 31 2024 2023 Total issuances (1) $ 1,871 $ 4,835 Total repayments (2,462) (4,862) Net issuances (repayments) $ (591) $ (27) (1) The proceeds of the commercial paper issuances were used primarily for short-term working capital needs.
Commercial paper activity during the years ended December 31, 2025 and 2024 is as follows (in millions): Years Ended December 31 2025 2024 Total issuances (1) $ 4,678 $ 1,871 Total repayments (4,702) (2,462) Net issuances (repayments) $ (24) $ (591) (1) The proceeds of the commercial paper issuances were used primarily for short-term working capital needs.
All issued and outstanding debt securities by Aon Global Limited are guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation, and include the following (collectively, the “Aon Global Limited Notes”): Aon Global Limited Notes 3.875% Senior Notes due December 2025 2.875% Senior Notes due May 2026 4.25% Senior Notes due December 2042 4.45% Senior Notes due May 2043 4.60% Senior Notes due June 2044 4.75% Senior Notes due May 2045 All guarantees of Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation of the Aon Global Limited Notes are joint and several as well as full and unconditional.
All issued and outstanding debt securities by Aon Global Limited are guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation, and include the following (collectively, the “Aon Global Limited Notes”): Aon Global Limited Notes 2.875% Senior Notes due May 2026 4.250% Senior Notes due December 2042 4.450% Senior Notes due May 2043 4.600% Senior Notes due June 2044 4.750% Senior Notes due May 2045 All guarantees of Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation of the Aon Global Limited Notes are joint and several as well as full and unconditional.
Other Expected return on plan assets, net of administration expenses 5.24% 7.08% 4.35 - 4.90% In determining the expected rate of return for the plan assets, we analyze investment community forecasts and current market conditions to develop expected returns for each of the asset classes used by the plans.
Other Expected return on plan assets, net of administration expenses 5.84% 7.33% 4.85 - 5.40% In determining the expected rate of return for the plan assets, we analyze investment community forecasts and current market conditions to develop expected returns for each of the asset classes used by the plans.
Impact of Changing Economic Assumptions Changes in the discount rate and expected return on assets can have a material impact on pension obligations and pension expense. 53 Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our discount rate would have on our PBO at December 31, 2024 (in millions): Increase (decrease) in projected benefit obligation (1) 25 BPS Change in Discount Rate Increase Decrease U.K. plans $ (77) $ 80 U.S. plans $ (46) $ 47 Other plans $ (38) $ 41 (1) Increases to the PBO reflect increases to our pension obligations, while decreases in the PBO are recoveries toward fully-funded status.
Impact of Changing Economic Assumptions Changes in the discount rate and expected return on assets can have a material impact on pension obligations and pension expense. 49 Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our discount rate would have on our PBO at December 31, 2025 (in millions): Increase (decrease) in projected benefit obligation (1) 25 BPS Change in Discount Rate Increase Decrease U.K. plans $ (79) $ 83 U.S. plans $ (46) $ 48 Other plans $ (42) $ 44 (1) Increases to the PBO reflect increases to our pension obligations, while decreases in the PBO are recoveries toward fully-funded status.
Fiduciary assets include funds held on behalf of clients of $7.2 billion and $6.9 billion at December 31, 2024 and 2023, respectively, and fiduciary receivables of $10.3 billion and $9.4 billion at December 31, 2024 and 2023, respectively.
Fiduciary assets include funds held on behalf of clients of $7.4 billion and $7.2 billion at December 31, 2025 and 2024, respectively, and fiduciary receivables of $10.5 billion and $10.3 billion at December 31, 2025 and 2024, respectively.
The Program is estimated to generate annualized expense savings of approximately $350 million by the end of 2026, largely benefiting Compensation and benefits, Information technology, and Premises on the Consolidated Statements of Income. For the year ended December 31, 2024, total Program costs incurred were $389 million.
The Program is estimated to generate annualized expense savings of approximately $450 million by the end of 2027, largely benefiting Compensation and benefits, Information technology, and Premises on the Consolidated Statements of Income. For the year ended December 31, 2025, total Program costs incurred were $365 million.
The following table summarizes our share repurchase activity (in millions, except per share data): Years Ended December 31 2024 2023 Shares repurchased 3.1 8.4 Average price per share $ 325.56 $ 321.52 Repurchase costs recorded to accumulated deficit $ 1,000 $ 2,700 At December 31, 2024, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $2.3 billion .
The following table summarizes our share repurchase activity (in millions, except per share data): Years Ended December 31 2025 2024 Shares repurchased 2.7 3.1 Average price per share $ 365.91 $ 325.56 Repurchase costs recorded to accumulated deficit $ 1,000 $ 1,000 At December 31, 2025, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $1.3 billion .
The following is our measure of performance against these four metrics for 2024: • Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 6% in 2024, compared to 7% organic growth in the prior year period, driven by net new business and ongoing strong retention. • Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 31.5% in 2024, compared to 31.6% in the prior year.
The following is our measure of performance against these four metrics for 2025: • Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 6% in both 2025 and 2024, driven by net new business and ongoing strong retention, as well as positive net market impact. • Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 32.4% in 2025, compared to 31.5% in the prior year.
Financial Results The following is a summary of our 2024 financial results: • Revenue increased $2.3 billion , or 17% , to $15.7 billion , reflectin g acquired revenues from NFP and 6% organic revenue growth, driven by net new business and ongoing strong retention.
Financial Results The following is a summary of our 2025 financial results: • Revenue increased $1.5 billion , or 9% , to $17.2 billion , reflectin g 6% organic revenue growth, driven by net new business and ongoing strong retention and acquired revenues from NFP.
Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our discount rate would have on our estimated 2025 pension expense (in millions): 25 BPS Change in Discount Rate Increase (decrease) in expense Increase Decrease U.K. plans $ (2) $ 2 U.S. plans $ 1 $ (1) Other plans $ — $ — Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our long-term rate of return on plan assets would have on our estimated 2025 pension expense (in millions): 25 BPS Change in Long-Term Rate of Return on Plan Assets Increase (decrease) in expense Increase Decrease U.K. plans $ (8) $ 8 U.S. plans $ (4) $ 4 Other plans $ (3) $ 3 Estimated Future Contributions We estimate cash cont ributions of approximately $88 million to our pension plans in 2025 as compared with cash contributions of $58 million in 2024.
Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our discount rate would have on our estimated 2026 pension expense (in millions): 25 BPS Change in Discount Rate Increase (decrease) in expense Increase Decrease U.K. plans $ (1) $ 1 U.S. plans $ 1 $ (1) Other plans $ — $ — Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our long-term rate of return on plan assets would have on our estimated 2026 pension expense (in millions): 25 BPS Change in Long-Term Rate of Return on Plan Assets Increase (decrease) in expense Increase Decrease U.K. plans $ (8) $ 8 U.S. plans $ (4) $ 4 Other plans $ (3) $ 3 Estimated Future Contributions We estimate cash cont ributions of approximat ely $93 million t o our pension plans in 2026 as compared with cash contributions of $99 million in 2025.
Notes. 49 All co-issued and outstanding debt securities by Aon Corporation and Aon Global Holdings plc (together, the “Co-Issuers”) are guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited and include the following (collectively, the “Co-Issued Notes”): Co-Issued Notes - Aon Corporation and Aon Global Holdings plc 2.85% Senior Notes due May 2027 2.05% Senior Notes due August 2031 2.60% Senior Notes due December 2031 5.00% Senior Notes due September 2032 5.35% Senior Notes due February 2033 2.90% Senior Notes due August 2051 3.90% Senior Notes due February 2052 All guarantees of Aon plc, Aon Global Limited, and Aon North America, Inc. of the Co-Issued Notes are joint and several as well as full and unconditional.
All co-issued and outstanding debt securities by Aon Corporation and Aon Global Holdings plc (together, the “Co-Issuers”) are guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited and include the following (collectively, the “Co-Issued Notes”): Co-Issued Notes - Aon Corporation and Aon Global Holdings plc 2.850% Senior Notes due May 2027 2.050% Senior Notes due August 2031 2.600% Senior Notes due December 2031 5.000% Senior Notes due September 2032 5.350% Senior Notes due February 2033 2.900% Senior Notes due August 2051 3.900% Senior Notes due February 2052 All guarantees of Aon plc, Aon Global Limited, and Aon North America, Inc. of the Co-Issued Notes are joint and several as well as full and unconditional.
(3) Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that Organic revenue growth includes Organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges. 38 Adjusted Operating Margin We use adjusted operating margin as a non-GAAP measure of core operating performance of the Company.
(3) Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior-year period), divestitures (including held for sale disposal groups, which are adjusted from Organic revenue growth upon classification as held for sale, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.
In 2025, we expect to contribute approximate ly $88 million i n c ash to our pension plans, including contributions to non-U.S. pension plans, which are subject to changes in foreign exchange rates.
In 2026, we expect to contribute approximately $93 million i n c ash to our pension plans, including contributions to non-U.S. pension plans, which are subject to changes in foreign exchange rates.
A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions): Years Ended December 31 2024 2023 Cash provided by operating activities $ 3,035 $ 3,435 Cash used for investing activities $ (2,833) $ (188) Cash provided by (used for) financing activities $ 796 $ (2,865) Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients $ (387) $ 264 Net increase in cash and cash equivalents and funds held on behalf of clients $ 611 $ 646 Operating Activities Net cash provided by operating activities during the year ended December 31, 2024 was $3.0 billion, a decrease of $400 million compared to $3.4 billion of Cash flows provided by operating activities in the prior year.
A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions): Years Ended December 31 2025 2024 Cash provided by operating activities $ 3,481 $ 3,035 Cash provided by (used for) investing activities $ 286 $ (2,833) Cash provided by (used for) financing activities $ (4,205) $ 796 Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients $ 678 $ (387) Net increase in cash and cash equivalents and funds held on behalf of clients $ 240 $ 611 Operating Activities Net cash provided by operating activities during the year ended December 31, 2025 was $3.5 billion, an increase of $446 million compared to $3.0 billion of Cash flows provided by operating activities in the prior year.
Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty, however, as to how Pillar Two will ultimately apply to the Company.
Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty, however, as to how Pillar Two applies to the Company in prior years and how its application may change in future years.
Under the Repurchase Program, we have repurchased a total of 172.1 million shares for an aggregate cost of approximately $25.2 billion .
Under the Repurchase Program, we have repurchased a total of 174.9 million shares for an aggregate cost of approximately $26.2 billion .
The increase was primarily due to the impact of NFP and organic revenue growth of 5% in Commercial Risk Solutions and 7% in Reinsurance Solutions, partially offset by increased expenses, including the inclusion of ongoing operating expenses from NFP. Human Capital adjusted operating income increased $380 million, or 33%, to $1.5 billion in 2024.
The increase was primarily due to organic revenue growth of 6% in both Commercial Risk Solutions and Reinsurance Solutions and the impact of acquisitions, including NFP, partially offset by increased expenses, including the inclusion of ongoing operating expenses from NFP. Human Capital adjusted operating income increased $369 million, or 24%, to $1.9 billion in 2025.
Borrowings In December 2024, Aon Global Limited’s $750 million 3.875% Senior Notes due December 2025 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year.
Borrowings In May 2025, Aon Global Limited’s €500 million ($589 million at December 31, 2025 exchange rates) 2.875% Senior Notes due May 2026 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year.
Human Capital Health Solutions revenue increased $902 million, or 37%, to $3.3 billion in 2024, compared to $2.4 billion in 2023. Organic revenue growth was 6% in 2024, reflecting strong growth globally in core health and benefits brokerage, driven by net new business and ongoing strong retention.
Human Capital Health Solutions revenue increased $504 million, or 15%, to $3.8 billion in 2025, compared to $3.3 billion in 2024. Organic revenue growth was 5% in 2025, reflecting strong growth globally in core health and benefits brokerage, driven by net new business and ongoing strong retention.
Investing Activities Cash flows used for investing activities were $2.8 billion during the year ended December 31, 2024, an increase of $2.6 billion compared to $188 million of Cash flows used for investing activities in the prior year period.
Investing Activities Cash flows provided by investing activities were $286 million during the year ended December 31, 2025, an increase of $3.1 billion compared to $2.8 billion of Cash flows used for investing activities in the prior year period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024, we have hedged approximately 45% of our U.K. subsidiaries’ expected exposures to transactions denominated in U.S. dollar, euro, and Japanese yen for the years ending December 31, 2025 and 2026, respectively. We generally do not hedge exposures beyond two years.
Biggest changeWe generally hedge up to 45% of our U.K. subsidiaries’ expected exposures to transactions denominated in U.S. dollar, euro, and Japanese yen. We generally do not hedge exposures beyond two years.
We have selected hypothetical changes in foreign currency exchange rates, interest rates, and equity market prices to illustrate the possible impact of these changes; we are not predicting market events. 58
We have selected hypothetical changes in foreign currency exchange rates, interest rates, and equity market prices to illustrate the possible impact of these changes; we are not predicting market events. 53
A strengthening U.S. dollar has an adverse impact on our Net income attributable to shareholders, which are reported in U.S. dollars in our Consolidated Financial Statements. If we were to hypothetically translate prior year results at current year exchange rates, diluted earnings per share would have an unfavorable $0.11 comparable impact during the year ended December 31, 2024.
A strengthening U.S. dollar has an adverse impact on our Net income attributable to shareholders, which are reported in U.S. dollars in our Consolidated Financial Statements. If we were to hypothetically translate prior year results at current year exchange rates, diluted earnings per share would have an unfavorable $0.03 comparable impact during the year ended December 31, 2025.
Further, adjusted diluted earnings per share, a non-GAAP measure as defined and reconciled under the caption “Review of Consolidated Results — Adjusted Diluted Earnings Per Share,” would have an unfavorable $0.12 comparable impact during the year ended December 31, 2024 if we were to hypothetically translate prior year results at current year exchange rates.
Further, adjusted diluted earnings per share, a non-GAAP measure as defined and reconciled under the caption “Review of Consolidated Results — Adjusted Diluted Earnings Per Share,” would have an unfavorable $0.01 comparable impact during the year ended December 31, 2025 if we were to hypothetically translate prior year results at current year exchange rates.
A decrease in global short-term interest rates adversely affects our fiduciary investment income. A hypothetical, instantaneous parallel decrease in the year-end yield curve of 100 BPS would cause a decrease, net of derivative positions, of $71 million to each of 2025 and 2026 pretax income.
A decrease in global short-term interest rates adversely affects our fiduciary investment income. A hypothetical, instantaneous parallel decrease in the year-end yield curve of 100 BPS would cause a decrease, net of derivative positions, of $77 million to each of 2026 and 2027 pretax income.
The fair value was less than the carrying value by $957 million at December 31, 2024, and $772 million less than the carrying value at December 31, 2023. A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of 7% or an increase of 8%, respectively, at December 31, 2024.
The fair value was less than the carrying value by $502 million at December 31, 2025, and $957 million less than the carrying value at December 31, 2024. A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of 7% or an increase of 8%, respectively, at December 31, 2025.
A corresponding increase in the year-end yield curve of 100 BPS would cause an increase, net of derivative positions, of $71 million to each of 2025 and 2026 pre-tax income. 57 We have long-term debt outstanding, excluding the current portion, with a fair market value of $15.3 billion and $9.2 billion as of December 31, 2024 and December 31, 2023, respectively.
A corresponding increase in the year-end yield curve of 100 BPS would cause an increase, net of derivative positions, of $77 million to each of 2026 and 2027 pre-tax income. We have long-term debt outstanding, excluding the current portion, with a fair market value of $14.2 billion and $15.3 billion as of December 31, 2025 and December 31, 2024, respectively.

Other AON 10-K year-over-year comparisons